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ETHANOL SALES AND
MARKETING AGREEMENT
 rd
 RECITALS
    AGREEMENT
  I.
    
    DEFINITIONS AND INTERPRETATION.
 Applicability




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II.
    
    TERM OF AGREEMENT; TERMINATION.
 Term
 Early Termination by Customer as a Result of Provistas Breach
 2




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Early Termination by Provista as a Result of Customers Breach
 Survival
 III.
    
    SALE AND MARKETING OF THE ETHANOL.
 Purchase and Sale
 Delivery
 3




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Section
III.I.
 Handling and Title
 Storage at the Facility
 Production Estimates th th
 4




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Transportation Section III.J.
 Rail Car Leases
  Certain Contracts
 5




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Marketing Committee
     6




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Price and Payment
   Section III.Q
  7




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Quantity
 Quality
 Compliance
 Rejection of Ethanol
 Retention of Samples
 8




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No Liens
 Books and Records
  Transparency
 Provistas Damages
 9




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T.
Obligations on Termination
 IV.
    
    REPRESENTATIONS.
  (1)
    
    It is a Limited Liability Company duly organized, validly
existing, and in good standing under the laws of the States of Iowa and South
Dakota respectively.(2)
    
    This Agreement constitutes its legal, valid, and binding
obligation enforceable against it in accordance with its terms except as
enforcement may be limited by any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors rights generally and except
as enforcement may be limited by general principles of equity. It has the
absolute and unrestricted right, power, authority and capacity to execute and
deliver this Agreement and to perform its obligations under this Agreement.(3)
    
    Neither the execution and delivery of this Agreement nor the
consummation or performance of any obligations hereunder shall, directly or
indirectly, with or without notice or lapse of time), in any material
respect, contravene, conflict with, or result in a violation or breach of
any provision of or give any person the right to declare a default or
exercise any remedy under, or to accelerate the maturity or performance of,
or to cancel, terminate, or modify any relevant contract to which it is a
party.(4)
    
    It is not and shall not be required to give any notice to or
obtain any consent from any person in connection with the execution and
delivery of this Agreement or the consummation or performance of any of its
obligations.(5)
    
    It is, and will at all times during the term of this Agreement,
remain in material compliance with all laws, rules and regulations.
 10




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(6)
    
    It is not currently in default under any contract that is
material to this Agreement.
 V.
    
    GENERAL PROVISIONS.
 Events of Default
 Remedies
 Force Majeure
 Indemnification
 11




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Section V.D
 Section V.D.
 Limitation of Liability
 Insurance Section V.F.
 12




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Independent Contractors
 Notices
 Assignment Section V.I
 Choice of Law
 Modification and Waiver
 13




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Enforceability
 Entire Agreement
 Headings
 Counterparts
 Confidentiality
   14




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By:
    
    /s/ John C. LitterioIts:
    
    Director
  By:
    
    /s/ Raymond E. DefenbaughIts:
    
    President, CEO and Chairman
 15