Exhibit
10(a)

(REVISED, Effective 2011)GROWERS AGREEMENT

(Applicable to all Farmer-Grower-Stockholders
of Minn-Dak Farmers Cooperative)

This
agreement is entered into between _1030 ROBERT G BEYER, a
farmer-grower-stockholder of Minn-Dak Farmers Cooperative, Wahpeton, North
Dakota, whose mailing address is 6610 790TH STREET TINTAH, MN 56583,
hereinafter referred to as the Grower; and MINN-DAK
FARMERS COOPERATIVE of 7525 Red River Road, Wahpeton, North Dakota,
hereinafter referred to as the Cooperative.

This
Growers Agreement provides as follows:

1.
The Grower agrees to prepare the land, plant, care for, harvest and deliver the
product of 70Units of stock times the acres per share authorized by the
Board of Directors each year for the farming year commencing on 01-01-2011
and continuing for a period of one (1) year. (Each Unit consists of one share
of the Companys Class A Preferred Stock, par value $105 per share, one share
of the Companys Class B Preferred Stock, par value $75 per share and one share
of the Companys Class C Preferred Stock, par value $76 per share). At the end
of each farming year the term of this agreement shall automatically be
renewed for an additional period of one (1) year so that at the commencement of
each year of farming, there shall be a term of one (1) year remaining, unless
notice of termination shall have been given by the Cooperative to the grower
prior to the beginning of any farming year with the termination effective as of
the end of that year. For purposes of this agreement, a farming year shall
commence on January 1 and run through December 31 of each year.

(a)
The Grower agrees that in the planting of said sugarbeets the Grower will
follow a crop rotation plan which will be established by the Cooperative from
time to time. (See Addendum A for current crop rotation policy)

(b)
The Grower agrees that annually the Grower will furnish and enter into an
annual requirement agreement with the Cooperative setting forth the description
of the land on which said sugarbeets will be grown and including such other
information as may be required by the Cooperative. Each current annual
requirement shall become a part of this agreement and be binding upon the
parties hereto. The Grower shall report all changes to the Annual Requirement
to the Agricultural Staff by August 1 of each year.

(c)
The Grower agrees that the designations of acreage location shall be subject to
approval of the Cooperative.

(d)
The Grower agrees to notify and receive written approval from two members of
the Agricultural Staff and the vice president of agriculture before acreage is
destroyed.

(e)
The Grower shall not plant sugarbeets on any land on which canola has been
planted during any of the previous six years.

Any
Grower who violates 1(d) will be required to pay the Cooperative a sum equal to
100% of the Cooperatives direct overhead costs per acre on the authorized
acreage less .1 acres per share. [i.e. at authorized acreage of 1.60, the
direct overhead costs would be assessed using 1.60 less .1 acres = 1.50
acres/share] (See Addendum A for calculation of direct overhead costs per acre)

82

---



Any
Grower who violates 1 (a), (b), (c) or (e), and such violation is discovered
prior to harvest, will not be issued harvest cards until the acreage in
violation has been destroyed. If the violation is not discovered until after
the acreage has been harvested, the grower shall forfeit the crop raised on the
acres determined to have been in violation. The forfeiture of the crop shall be
implemented by reducing the growers total pounds of sugar by the pounds of
sugar produced on the number of acres determined by the Board to be in
violation, using the total farm average/acre. This will adjust downward all
future payments for this crop made to the grower including the trucking
payment. Any amount already paid for these pounds of sugar to the grower shall
be deducted from the next beet payment to be made. In addition, the grower shall
be required to sign a release authorizing the FSA Office to provide to Minn-Dak
all certification of acres records for a three-year period following the year
of the violation. These records will be used by the agriculturist for
comparison with Minn-Dak records. If any discrepancy is found, it will be
brought to the attention of the Board.

2.
The Grower agrees to furnish the Cooperative with such information as it may
request from time to time regarding the crop or crops covered by this agreement.
Representatives of the Cooperative shall also have the right to enter the
Growers beet fields from time to time during the growing and harvesting
seasons to inspect the crops thereon and to take samples for testing in
ascertaining the quality of the beets.

3.
The Grower will harvest and deliver to the Cooperative all beets grown under
this contract, said delivery to be made at such times and in such quantities
and to such place or places as may be designated by the Cooperative. All beets
delivered hereunder shall be properly topped as designated by the Cooperatives
Agricultural Department. All beets shall be subject to a proper deduction for
tare. There shall be deducted from the gross weight of beets delivered
hereunder, before net tons are determined, the Growers tare weight, as
determined by the Cooperatives method of sampling loads for tare and through
the use of the Cooperatives laboratory which measures each Growers beet
sample for dirt, stones, trash and other foreign substances. Each Growers
daily average tare percentage, as determined by all load samples of the Grower
for that delivery day or delivery day by field, if field method is used by
Grower, is used to determine the tare weight of all beets delivered by the
Grower for that delivery day. The Cooperative has the option of rejecting any
diseased, frozen, muddy, or damaged beets; beets with excessive weeds or which
were improperly topped; beets which, in the Cooperatives opinion, are not
suitable for the manufacture of sugar; beets as to which in the Cooperatives
opinion, the terms and conditions of this contract have not been properly
complied with or for any other bona fide reason.

4.
Any grower who fails to plant by June 20 the authorized acreage less .1 acres
per share [i.e. at an authorized acreage of 1.60, the direct overhead costs
would be assessed using 1.60 less .1 acres = 1.50 acres/share] of Cooperative
stock owned by the Grower in any one year, may be subject to a minimum penalty
in a sum equal to 100% of the Cooperatives direct overhead costs per acre and
a maximum penalty of $1000 per acre found to be in violation following a
hearing and a determination of such by the Board of Directors. (See Addendum A
for calculation of direct overhead costs per acre)

5.
Any Cooperative member grower who does not replant
acreage through June 20 which his agriculturist determines necessary, may be
required to pay the Cooperative a sum equal to 100% of the Cooperatives direct
overhead costs per acre in violation following a hearing and a determination of
such by the Board of Directors. (See Addendum A for calculation of direct
overhead costs per acre)

Such
penalty will be assessed on the authorized acreage less .1 acres per share of
stock owned, which such grower fails to replant through June 20.

83

---



6.
The Cooperative may assess a penalty against any Grower who it determines,
after a review by the Board of Directors and the Agricultural Staff, has not
properly cared for the crop. The penalty shall be a sum up to 100% of the
Cooperatives direct overhead costs per acre. (See Addendum A for calculation
of direct overhead costs per acre)

7.
Any grower having acres unreported to the Cooperative over and above the
Growers contracted acres plus the overplant permitted in that year after the
August 1st deadline for destroying acres, will be penalized for such
excess of unreported acres in the following manner. First, there shall be a
hearing before the Board of Directors and a finding as the number of acres in
violation. Second, the following overplant penalties shall be assessed.

First
Violation:

A.
If the unreported acres are discovered prior to harvest, the sugarbeets shall
be destroyed and the grower shall be assessed a penalty of $200 per acre found
in violation.

B.
If the unreported acres are discovered after harvest, the grower shall be
assessed a penalty of $200 per acre found in violation. Further, the grower
shall forfeit the crop raised on the acres determined to have been unreported.
The forfeiture of the crop shall be implemented by reducing the growers total
pounds of sugar by the pounds of sugar produced on the number of acres
determined by the Board to be unreported, using the total farm average/acre.
This will adjust downward all future payments for this crop made to the grower
including the trucking payment. Any amount already paid for these pounds of
sugar to the grower shall be deducted from the next beet payment to be made.

C.
In addition to number one or two above, the grower shall be required to sign a
release authorizing the FSA Office to provide to Minn-Dak all certification of
acres records for a three-year period following the year of the violation.
These records will be used by the field man for comparison with Minn-Dak
records. If any discrepancy is found, it will be brought to the attention of
the Board.

Second
Violation:

In
addition to the penalties stated under First Violation, the Grower shall be
subject to a maximum penalty of $1000 per acre found to be in violation
following a hearing by the Board of Directors.

8.
It is understood and agreed that if any Governmental authority shall establish
any restrictions, allotment or quota upon the growing, production or processing
of beets, or the output, transportation or sale of beet sugar, then the
Cooperative may reduce to the extent which it deems necessary the acreage of
beets herein contracted for, and shall be obligated to purchase beets only from
such reduced acreage.

_______  Initial


9.
Grower agrees not to intentionally apply to the crop or land on which the crop
is grown any pesticide chemical, or other substance, as defined in all
applicable Federal and State laws, unless a regulation shall then be in effect,
exempting such chemical from the necessity of a tolerance or establishing a
tolerance for such chemical, in which event such chemical shall be applied to
the crop or land only at such time and in such manner and quantities as shall
be specified in the labeling of such chemical and so that any residue of such
chemical on beets delivered hereunder shall be within the tolerance specified
in such regulation. The Cooperative reserves the right to reject the delivery
of any beets not complying with this provision. In addition, any Grower found
to be in noncompliance with this provision, after hearing before the Board of
Directors, at the discretion of the Board the Grower may be:


84

---



| |    |                                                                                                                                                                                                                          
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | assessed
 all direct overhead costs (as defined in Addendum A  B) incurred by the
 Cooperative in each incident. As the result of the rejection of noncompliant
 beets;                                                 
| |    |                                                                                                                                                                                                                          
| | b) | assessed
 all direct costs (as defined in Addendum A - C) incurred by the Cooperative
 in each incident as the result of the rejection of noncompliant beets;                                                            
| |    |                                                                                                                                                                                                                          
| | c) | held
 liable for consequential damages including but not limited to the value of a
 lost pile of sugarbeets in the event that any contaminated sugarbeets are
 deposited into a pile and the pile must then be destroyed.

In
addition, pursuant to Article XVI of the By Laws of Minn-Dak Farmers
Cooperative, if the Board of Directors finds intentional or repeated violations
or breach of contract, the Board of Directors shall in its discretion recall
all common stock owned by such member, and the cooperative shall refund to him
the par value or the book value of the stock whichever is less. In the event
the common stock is recalled, the cooperative shall have the right, at its
option, (a) to purchase the preferred shares at its book or par value,
whichever is less, as determined by the Board of Directors; or (b) to require
the transfer of any such stock at such book or par value, to any person
eligible to hold it.

10.
The Grower agrees that, in connection with the growing and delivery of beets
under this contract, he will comply with all applicable laws, including but not
limited to child and migrant labor laws, and all regulations or rulings
relating thereto issued by any duly authorized governmental authority.

_______  Initial


11.
Seed varieties to be planted by Growers must be approved by the Cooperatives
Seed Committee. All sugar beet seed to be planted by the Grower must be
purchased by the Grower from the Cooperative with the exception of seed used in
field test plots; however, all such test plot seed must be approved by the
Cooperatives Ag Staff. No sugarbeets raised from Biotech seed shall be
delivered to the Cooperative until authorized by the Board of Directors. The
Cooperative agrees to use its best efforts to obtain its seed inventory at the best
possible prices and terms and to resell such seed to the Grower at no profit to
the Cooperative. The Cooperative makes no warranty of merchantability, fitness
for a particular purpose, productiveness or any other warranty as to any seed
furnished by the Cooperative, except that seed furnished by the Cooperative is
warranted, to the extent of the purchase price only, to be as described on the
seed container within recognized tolerances. It is also expressly agreed that
the Cooperative does not guarantee a crop. The Cooperative reserves the right
to reject the delivery of any beets not complying with this provision and
assess back to the grower direct costs incurred by the Cooperative in each
incident. (See Addendum A for calculation of direct costs.)


In
addition to the penalties stated above, in the event of a second violation, the
Grower shall be subject to a maximum penalty of $1000 per acre found to be in
violation following a hearing by the Board of Directors.

Further,
any Grower who knowingly jeopardizes the processibility or marketability of the
crop or a portion of the crop through actions, including but not limited to,
use of nonlabeled chemicals or planting of unapproved beet seed varieties, may
be held liable for damages incurred by the Cooperative including consequential
damages.

85

---



12.
The amount charged for all beet seed furnished by the Cooperative to the Grower
hereunder, and all charges, penalties, costs and/or advances made to the Grower
by the Cooperative shall constitute a debt from the Grower to the Cooperative
which the Cooperative shall have the right to collect as in the case of any
other contractual obligation. The Cooperative shall have the right, at its
option, to treat any such amounts, advances or indebtedness as part payment for
beets grown and delivered under this contract. Any such amounts, advances, or
indebtedness which are due and payable or which hereafter may become due and
payable from the Grower to the Cooperative shall be, become, and remain a first
and prior lien on any payments
from the Cooperative to the Grower which shall become due hereunder, or under
any prior or subsequent beet contract between the Cooperative and the Grower.

13.
The Cooperative will furnish all loading equipment at the loading stations, pay
all freight charges from outside piling stations, and pay mileage on beets
assigned to and delivered to all receiving stations in accordance with policies
determined and amended by the Cooperative from time to time. (See Addendum A
for current Receiving Station Regulation) Upon delivery to and acceptance by
the Cooperative of the sugarbeets as provided for herein, title thereto shall
be deemed to vest, and shall be vested, in the Cooperative.

Any
Grower using an unauthorized truck(s) for the delivery of sugarbeets to a
Cooperative piler will be subject to the following penalty:

| |                |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                            
| | -------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1st
Violation:
| |                |                                                                                                                                                                                                                                                                                                                                
| | A.             | Upon
 determination by the Agriculturist and Vice President of Ag that a violation
 has occurred, the violator shall lose all unallocated trucks and one
 allocated truck, as determined by the cooperative, for the remainder of the
 harvest.                                                                                
| |                |                                                                                                                                                                                                                                                                                                                                
| | B.             | Notification
 of violation will be sent to all members of the hauling group including
 shareholders and growers. This notification will include the following
 language: All members of a hauling group are responsible for the actions of
 another member of that hauling group in regard to the use of unauthorized
 trucks.
| |                |                                                                                                                                                                                                                                                                                                                                
| | C.             | For
 three subsequent harvests:                                                                                                                                                                                                                                                                                                
| |                |                                                                                                                                                                                                                                                                                                                                
| |                | -                                                                                                                                                                                                                                                                                                                               | Special
 stickers will be issued to the hauling group in violation                                                                                                                                                                                                                         
| |                |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                            
| |                | -                                                                                                                                                                                                                                                                                                                               | The
 special stickers will not be issued until just before main harvest and may be
 replaced periodically during the harvest                                                                                                                                                               
| |                |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                            
| |                | -                                                                                                                                                                                                                                                                                                                               | The
 hauling group shall be subject to audit which may include, but is not limited
 to, spot checks of all stickers and trucks during harvest, and requiring the
 hauling group members to provide, and document to Minn-Dak, all license
 numbers of all trucks used by the hauling group.

| |                 |                                              
| | --------------- | ---------------------------------------------
| | 2nd
 Violation:
| |                 |                                              
| | A.              | All
 penalties listed above for 1st violation

B. After
 a hearing before the Board of Directors, a $2,500/unallocated truck penalty
 will be assessed against the hauling group.

| |  |                                                                                                                                                                                              
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | First
 time violations by a hauling group shall always remain on the records of the cooperative,
 making them subject to the penalties for a 2nd violation, should
 further violations occur.

86

---



14.
Each delivery pool may harvest the number of acres equal to its stock acres
multiplied by a Harvest Factor, as determined by the Board of Directors
annually based on acreage of record as of August 10. Any acres in excess of
those determined by the Harvest Factor calculation will be considered at
risk acres. No at risk acres may be defoliated or harvested prior to
receiving permission from the Cooperative, nor may the at risk acres by
destroyed prior to being released by the Cooperative. After the completion of
harvest, the Cooperative will audit (GPS verify) delivery pools for at risk
acreage compliance. Each delivery pools respective agriculturist will measure
the acres remaining. Any delivery pool found to have harvested more acreage
than allocated under the Harvest Factor calculation shall not receive payment
from the Cooperative for beets harvested from those at risk acres and be
assessed a penalty of $1,000 per acre found in violation following a hearing
before the Board of Directors and a finding made of the number of acres in
violation.

_______  Initial


15.
The Grower specifically acknowledges and agrees that the Grower may be required
by the Cooperative to take back sugarbeets, dirt or other substances, if
determined by the Board of Directors that hauling out is necessary and legally
feasible.


16.
Each year of this agreement, the Cooperative will pay to the Grower for beets
delivered and accepted at the time and in the manner hereinafter provided, a
price per pound of extractable sugar, determined to be as follows:

(a)
Extractable pounds of sugar will be determined by the Cooperative in its
laboratory from beet samples statistically taken from each Grower at its
receiving stations. The beet samples will be tested for sugar content and
purity, and said results used in a formula to determine extractable pounds of
sugar delivered. (See Addendum A for calculation of extractable pounds of
sugar.)

(b)
In addition, the Board, in its sole discretion shall make a determination each
year if an early harvest bonus shall be paid. If it is determined that an early
harvest bonus will be paid, each Grower will be reviewed for eligibility for
early harvest bonus extractable pounds of sugar. The bonus extractable pounds
of sugar will be determined by a formula that takes into account the delivery
date in early harvest, as well as the extractable pounds of sugar delivered on
that same date. (See Addendum A for the current Bonus Sugar Formula and Early
Harvest Delivery Policy.)

(c)
Payment to the Grower will be an amount equal to the individual Growers total
delivered extractable pounds of sugar (as determined in 16a.) plus the
calculated pounds of early harvest bonus sugar (as determined in 16b.),
multiplied by the price to be paid per pound of extractable sugar to all
Growers.

(d)
The price per pound of extractable sugar to all Growers will be determined by
dividing the total Grower proceeds by the total pounds of extractable and bonus
sugar delivered from all Growers. Growers proceeds are defined as the amount
after deducting from gross sales, all costs, charges, expenses, and margins
(including reserves but excluding payments to growers) as are regularly and
customarily deducted from gross sales in accordance with the Cooperatives
system of accounting heretofore established.

(e)
If in the opinion of the Board of Directors of the Cooperative, the working
capital position of the Cooperative is at any time insufficient, the
Cooperative may and shall retain from the price to be paid for beets such
amount(s) as are deemed necessary by the Board of Directors, the deduction(s)
to be made at such time(s) as the Board of Directors shall require; and such
amounts(s) as may be retained shall be evidenced in the records of the
Cooperative by equity credits in favor of the Shareholders.

87

---



17.
Settlements shall be made as follows:

For
all beets delivered from the beginning of harvest up to and including October
31st, initial payments shall be made on or about November 15th of the year in
which beets are delivered to the Cooperative; for all beets delivered after
October 31st, initial payment shall be made no later than the 15th day of each
month for beets delivered during the previous calendar month. Further, each
Grower agrees to the following:

(a)
The first payment shall not exceed 65 percent of the estimated price to be paid
per pound of extractable sugar to all Growers;

(b)
The second payment shall be paid on the first Friday in February, and shall
bring the total of the first and second payments to an amount not to exceed 70
percent of the estimated price to be paid per pound of extractable sugar to all
Growers;

(c)
The third payment shall be paid on the first Friday in April, and shall bring
the total of the first, second and third payments to an amount not to exceed 80
percent of the estimated price to be paid per pound of extractable sugar to all
Growers;

(d)
The fourth payment shall be paid on the first Friday in July, and shall bring
the total of the first, second, third and fourth payments to an amount not to
exceed 95 percent of the estimated price to be paid per pound of extractable
sugar to all Growers;

(e)
The final payment shall be determined as of the end of the Cooperatives fiscal
year, after the Board of Directors has reviewed the final audited financial
statements of the Cooperative; and shall bring the total of the payments to an
amount equal to the price to be paid per pound of extractable sugar to all
Growers.

18.
The Grower is an independent contractor. Agricultural or other advice may be
offered the Grower by the Cooperatives representatives, but the Growers
status as an independent contractor shall not be thereby affected. In no event
shall the Cooperative be responsible for any failures or partial failures of
the crop or damage to the beets or actions of the Grower.

19.
In case of the bankruptcy of the Cooperative, the destruction of an integral
part of the factory and the Cooperatives failure or inability to rebuild or
repair the same, or in the event of fire, strikes, accidents, acts of God and
the public enemy, or other causes beyond the control of the parties which
prevent the Grower from the performance of this contract or the Cooperative
from utilizing the beets contracted for in the manufacture of sugar therefrom,
shall excuse the respective parties hereto from the performance of this
contract. Furthermore the Cooperative shall not be subject to any damage for
failing to receive the sugarbeets of the Grower, the Grower hereby waiving and
abandoning any rights or claims which the Grower may have for such damages, if
any. However, in the event a Lendor shall through foreclosure or otherwise
acquire in whole or in part the assets of the Cooperative, the Growers shall
remain obligated hereunder as though the contract were originally entered into
between the Growers and the Lendor.

88

---



20.
The Grower acknowledges and agrees that the Grower may be liable to the
Cooperative for damages in the event the Growers actions result in a loss to
the Cooperative. Any Grower who knowingly jeopardizes the processibility or
marketability of the crop or a portion of the crop through actions, including
but not limited to, use of nonlabeled chemicals or planting of unapproved beet
seed varieties, may be held liable for damages incurred by the Cooperative
including consequential damages.

21.
It is mutually agreed that there are no other or different documents,
representations, promises or agreements affecting this agreement, and that this
agreement, the annual requirement, the Articles of Incorporation and By-Laws of
the Cooperative, constitute the full, free and complete understanding of the
parties.

22.
No agent of the Cooperative has any authority to change, waive, or modify any
of the terms or provisions of this contract.

23.
This Agreement may be amended effective at the beginning of any calendar year
by the Cooperative giving notice to the Grower of the amendment by November 1
of the prior year and providing a new Agreement to the Grower/Shareholder for
signature prior to the planting of the crop.

24.
This agreement shall be binding upon the Grower, the Growers heirs, legal
representative, successors, and assigns, and upon the Cooperative, its
successors and assigns, and shall not be transferable by the Grower without the
written consent of the Cooperative, its successors and assigns; and shall apply
equally to owned, rented or leased acres.

25.
By signing this Growers Agreement, the parties specifically agree that all
prior Growers Agreements between the Grower and the Cooperative are hereby
canceled effective on the first day of the year following the date this
agreement is signed by both parties.

IN
WITNESS WHERE OF, the Grower has hereunto executed this Growers Agreement on
this _____ day of _______________, 20__.

|                          |  |                          
|------------------------- |  | -------------------------
|                          |  |                          
|Farmer-Grower-Stockholder |  | Farmer-Grower-Stockholder

ACCEPTANCE BY COOPERATIVE

This
Growers Agreement is hereby accepted by the Board of Directors of Minn-Dak
Farmers Cooperative on this _____ day of ___________________, 20 _____.

| |    |                              
| | -- | -----------------------------
| |    | MINN-DAK FARMERS
 COOPERATIVE
|
| | By |                              

89

---



ADDENDUM A
2010

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|A. | (G.A.-1a,) CROP
 ROTATION POLICY: The board of directors adopted a policy for a three-year
 rotation for all sugarbeets, including irrigated acres, unless authorized by
 the board in an emergency situation only.                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|B. | (G.A.-5,6) DIRECT
 OVERHEAD COST CALCULATION: Direct Overhead Cost Calculation is defined as
 a penalty equal to 100% of the cooperatives prior fiscal years actual fixed
 costs per acre for the number acres involved. Overhead costs vary from year
 to year depending on the crop size. Total actual fixed costs for the prior
 fiscal year divided by the authorized acreage per share of stock owned would
 equal the fixed cost per acre. The cost per acre times the number of acres
 involved equals the amount of the penalty. An example for 25 affected acres
 would be:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | $24,254,875
 FY2010 fixed costs
 / 115,520 2009 crop (the authorized acreage per share of stock owned)
 = $209.96 fixed cost per acre                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | $209.96
 fixed cost per acre X 25 acres = $5,249.00 penalty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|C. | (G.A.-9,11) DIRECT
 COSTS DEFINITION: Direct costs are defined as all direct and indirect
 costs incurred by the cooperative to mitigate said violation of the Growers
 Agreement. These would include but not be limited to the following:
 director(s) fees, analysis and testing costs and travel expenses and attorney
 fees.                                                                                                                                                                                                                                                     

|   |           |                                | 
|-- | --------- | ------------------------------ | 
|D. | (G.A.-13) | RECEIVING
 STATION REGULATIONS | 
|   |           | (2010)                         | 

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Grower shall pick up
 cards, stickers, letters and truck numbers at preharvest meetings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 2. | Designated sticker
 certification will be required on all trucks to be unloaded at factory.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 3. | Growers with 24-hour
 trucks shall haul the full 24 hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 4. | In case of breakdowns, the
 Agriculturist must be contacted prior to any substitute truck being
 authorized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 5. | In the absence of the
 Agriculturist, the piler operator has the authority to enforce Minn-Dak
 Policy regarding harvest deliveries.                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 6. | The grower is ultimately
 responsible for a drivers conduct at the receiving station. Drivers
 suspected of operating trucks under the influence of drugs/alcohol will not
 be allowed to unload their trucks and will be reported to law enforcement
 officials. Growers will be notified if any of their drivers are driving
 unsafely at the receiving station. Any driver considered unfit to drive or
 who refuses to conform to receiving station rules will be dismissed by the
 Agriculturist. Any criminal conduct will be reported to law enforcement
 officials.

90

---



| |    |                                                                                                                                                                                                                                                                       
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 7. | Growers whose drivers
 block the scale intentionally, or act in any manner which causes delay in
 delivery of sugarbeets at the receiving station in any way, will not be
 allowed to deliver any beets for a minimum of 24 hours as determined by the
 Agriculturist.
| |    |                                                                                                                                                                                                                                                                       
| | 8. | Drivers shall not drive
 over beets at the toe of the pile, miss their tare dirt or drive over an
 unprotected portion of the power cord.                                                                                                                             

|   |                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------
|E. | (G.A.-16a) EXTRACTABLE
 SUGAR FORMULA: The formula for arriving at total pounds of extractable
 sugar delivered per grower is as follows:

| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. Each days delivery of
 beets by each grower is sampled for RDS (which is converted to purity), sugar
 content and net weight of beets.                                    
| |                                                                                                                                                                               
| | 2. The samples are
 averaged for purity and sugar content, and those averages are plugged into a
 formula to determine pounds of extractable sugar per ton of beets delivered.
| | The formula is:                                                                                                                                                               

[40.4(S)] - [2040(S)]
- 12 = Pounds of Sugar Per Ton  Q


Where: S = % sugar content


Q = Purity


3. After determining the
pounds of extractable sugar per ton for the grower for that days delivery of
beets, that resultant number is multiplied by the total net tons of beets
delivered for that day, resulting in the total pounds of extractable sugar
delivered for that day for each grower. Each days deliveries are calculated
and accumulated until the total pounds of extractable sugar delivered for the
entire harvest, by grower, has been determined.

|   |                                                                           
|-- | --------------------------------------------------------------------------
|F. | (G.A.-16b) EARLY
 HARVEST DELIVERY POLICY (including Bonus Sugar Formula):

1. The plan is based upon a
premium payment for beet deliveries starting the first day of early harvest and
continuing to the first day of stockpiling.


2. Premium payment is on a
daily declining percentage rate of two percent (2%). The initial premium will
be determined by the interval from the first day of early harvest, up to, but
not including the first day of main harvest.

|                                                                                                                                                                                                                                     |                                 |    |             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------- | -- | ------------
|Example:                                                                                                                                                                                                                             | Early-harvest starts
 September | 10 |             
|                                                                                                                                                                                                                                     | Main harvest starts
 October    | 5  |             
|                                                                                                                                                                                                                                     |                                 | 25 | day interval
|                                                                                                                                                                                                                                    
|All deliveries on September
10 will receive a fifty percent (50%) adjustment, on September 11, a 48%
adjustment, and continue the adjustment decline at 2% per day until deliveries
on October 4 would receive only a 2% adjustment.

3. The actual pounds of
extractable sugar delivered on any delivery day will be multiplied by the
premium adjustment for that day. This Bonus Sugar will be added to the grower
final total extractable sugar delivery and paid for at the final average rate
per pound for the crop.

91

---



4. Growers will receive and
be expected to deliver the assigned pre-harvest tonnage quotas on the specific
scheduled receiving station operating days. The agriculture department must
approve and be informed of any quota adjustments between growers. All quotas
are net tons.

5. Unless specifically
requested by the agriculture department, no premium payment will be paid on
deliveries in excess of assigned quotas.

6. Premium payment example:

September 10 = 50% premium
adjustment
Grower delivers 100 tons with 20,000 pounds of extractable sugar
20,000 X 50% - 10,000 pounds of Bonus Sugar

September 20 = 30% premium
adjustment
Grower delivers 100 tons with 20,000 pounds of extractable sugar
20,000 X 30% - 6,000 pounds Bonus Sugar

September 30 = 10% premium
adjustment
Grower delivers 100 tons with 20,000 pounds of extractable sugar
20,000 X 10% - 2,000 pounds Bonus Sugar

92

---