**Exhibit 10.7****AMENDED AND RESTATED LEASE**     This Amended and Restated Lease is effective as of November 1, 2006, by and between CHS Inc.,a Minnesota cooperative corporation (“Landlord”) and US Bio Energy Corporation (“Tenant”).**RECITALS**     A. Landlord is the owner of that certain commercial office building located at 5500 CenexDrive, Inver Grove Heights, Minnesota 55077 (the “Building”) and the underlying real property (the“Property”).     B. Landlord and Tenant entered into a Lease Agreement dated June 1, 2006 for that portion ofthe Building, consisting of approximately 10,757.5 rentable square feet (8,606 useable square feet)of office, storage and conference space, located on the 1st floor of the Building;     C. Landlord and Tenant desire to amend and restate the Lease to include an additional 882.5rentable square feet as of November 1, 2006 and an additional 1529 rentable square feet as ofDecember 1, 2006, which is more particularly described in, and outlined on, Exhibits A andB, respectively, attached hereto and made a part hereof(collectively the “Premises”).**AGREEMENT****1.****LEASE OF PREMISES****.**In consideration of the foregoing and the mutual promises,agreements and obligations contained herein, and subject to the terms and conditions hereinafterset forth, Landlord does hereby lease, let and demise to Tenant, and Tenant does hereby lease fromLandlord, the Premises. On November 1, 2006, Tenant shall lease an additional 882.5 rentablesquare feet for a total of 11,640 rentable square feet (9312 useable square feet) as outlined onthe attached Exhibit A. Commencing on December 1, 2006 Tenant shall lease an additional1529 rentable square feet for a total of 13,169 rentable square feet (10,535 useable square feet)as outlined on the attached Exhibit B. Appurtenant to the Premises shall be a license forTenant to have access over, on and through the Building and the Property for use of the parkinglots, driveways, sidewalks and other Common Areas (as defined in Section 18 below).**2**. **USE****.**Tenant will use and occupy the Premises as a business office and for no otherpurpose whatsoever. Tenant agrees not to occupy or use the Premises, or permit any portion of thePremises to be occupied or used, for any business or purpose which is unlawful, disruptive orhazardous due to fire or other risks or to permit anything to be done which would in any wayincrease the rate of fire insurance coverage or jeopardize the extent of coverage on the Property,the improvements located thereon, or its contents. Tenant shall not store or permit the storage ofhazardous or flammable materials or chemicals in the Premises or any other portion of the Property,unless such storage shall have been previously approved by Landlord and in all events, such storageshall be in compliance with the requirements of federal, state and local laws, ordinances orregulations and the requirements of Landlord’s and Tenant’s insurance carriers. Under nocircumstances shall Tenant dispose of hazardous or flammable materials or chemicals in the Premisesor on the Property.**3.****TERM****.**     **(a) Initial Term.**The initial term of this Lease will commence on June 1, 2006 and willcontinue for a period of five (5) years until May 31, 2011 (the “Initial Term”), unless soonerterminated as
 

 
provided herein.     **(b) Renewal Term.**Subject to Landlord’s right to terminate at the expiration of the InitialTerm described in Section 3(c), Tenant shall have the right, but not the obligation, to renew thisLease of the Premises for one (1) additional renewal term of five (5) years commencing on June 1,2011, and continuing until May 31, 2016 (the “Renewal Term”), upon the same terms and conditions asare set forth herein; provided, however, that in order to renew this Lease for the Renewal Term,Tenant must give Landlord written notice of Tenant’s election to do so 90 days prior to expirationof the Initial Term. The Initial Term and Renewal Term are sometimes collectively referred toherein as the “Term.”     **(c) Landlord’s Right to Terminate at Expiration of the Initial Term.**Notwithstanding anythingto the contrary contained herein, including but not limited to Section 3(b), Landlord shall havethe absolute right to terminate this Lease at the expiration of the Initial Term if: (i) Landlorddetermines that it wants the Premises for its own use or for the use by any subsidiary or affiliateof Landlord or a joint venture involving Landlord; and (ii) Landlord gives Tenant at least 120days’ notice of such termination.     **(d) Early Termination Option.**Tenant may terminate this Lease upon 90 days’ written noticeprior to the end of the third or fourth 12-month period of the Initial Term under the Lease;provided however, if the Lease is terminated at the end of: (i) the third 12-month period duringthe Initial Term, Tenant shall pay to Landlord an amount equal to 40% of the Improvement Allowance(as defined in Paragraph 39), which equates to $36,145.20; or (ii) the fourth 12-month period ofthe Initial Term, Tenant shall pay to Landlord an amount equal to 20% of the Improvement Allowance,which equates to $18,072.60.**4.****RENT****.**     **(a) Initial Term; Rent.**Tenant agrees to pay to Landlord in advance on or before the firstday of each month in United States currency the following sums as “Rent” during the Initial Term ofthis Lease:          (i) Twelve Thousand Four Hundred thirty-four and 17/100 ($12,434.17) as Rent each month fromJune 1, 2006 through October 31, 2006 of the Initial Term;          (ii) Twenty Thousand Eight Hundred Fifty-five and 00/100 ($20,855.00) as Rent each month fromNovember 1, 2006 through November 30, 2006 of the Initial Term;          (iii) Twenty-three Thousand Five Hundred Ninety-four and 46/100 ($23,594.46) as Rent eachmonth from December 1, 2006 through May 31, 2007 of the Initial Term;          (iv) Twenty-four Thousand One Hundred Eighty-four and 32/100 ($24,184.32) as Rent each monthduring the second twelve (12) months of the Initial Term;          (v) Twenty-four Thousand Seven Hundred Eighty-eight and 93/100 ($24,788.93) as Rent each monthduring the third twelve (12) months of the Initial Term; and          (vi) Twenty-five Thousand Four Hundred Eight and 65/100 ($25,408.65) as Rent each month duringthe fourth twelve (12) months of the Initial Term.          (vii) Twenty-six Thousand Forty-three and 87/100 ($26,043.87) as Rent each month
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during the fifth twelve (12) months of the Initial Term.     **(b) Renewal Term; Rent.**The annual increases in Rent for any 12-month period under the 5-yearRenewal Term under this Lease will be 2.5% of the annual Rent charged during the immediatelypreceding twelve (12) month period.     **(c) Late Fee.**Tenant agrees to pay interest to Landlord on any Rent or additional rentpayable under this Lease which is not timely paid at a rate equal to the lower of (a) fifteen percent (15%) per annum of the unpaid Rent or additional rent, or (b) the maximum rate of interestpermitted by law, from and after the date any such amount is due until paid.**5.****UTILITIES AND MAINTENANCE****.**Landlord will provide, at its expense, heat, airconditioning, water, sewer services, electricity, janitorial and routine maintenance services tothe Premises, the Building and the Property. Heating and air conditioning will be provided duringnormal business hours from 6:30 a.m. to 5:30 p.m., Monday through Friday, and from 8:00 a.m. to12:00 noon on Saturdays. If maintenance or repair of the Premises, the Building or the Property isrequired as a result of the acts or omissions of Tenant, its employees, agents, or invitees,Landlord will perform such maintenance and repair and charge the cost thereof, including a grosshourly charge for maintenance employees of Landlord required to perform the work, as additionalrent, to Tenant, and such additional rent will be paid by Tenant within thirty (30) days of itsreceipt of a statement of such charges. Notwithstanding the foregoing, Landlord shall beresponsible for performing all regular maintenance and repair of the Premises required as a resultof ordinary wear and tear at no expense to Tenant. Tenant will pay all telephone andtelecommunications charges, including any and all charges relating to computer equipment, exceptelectricity charges, allocable to its business activities in the Building. Landlord shall maintainthe Building and Property in good condition and repair as an office building. Except as otherwiseprovided herein, all other maintenance and repair of the Premises, Building or Property will beperformed by Landlord at Landlord’s expense. In the event there is an interruption in utilityservices to the Premises which materially and adversely affects the conduct of Tenant’s businesstherein, Tenant’s sole remedy will be an abatement of Rent during the period of such interruption,so long as Landlord works diligently to get such service restored, it being expressly understoodand agreed by the parties that Landlord will in no event be liable for any direct, indirect,consequential, special, punitive or any other damages, or any lost profits of any kind whatsoever,suffered by Tenant as a result of, or arising out of, any such interruption in service, unless suchinterruption is caused by Landlord’s negligence, or reckless or intentional acts or omissions.**6.****PARKING****.**Landlord will provide Tenant and its employees and guests with parking in thegeneral parking lot of the Building at no additional charge. The aforesaid parking lot may be usedby Tenant in common with Landlord and other tenants of the Building and their guests subject tosuch reasonable rules as may be established by Landlord from time to time, and shall not be deemedto confer on Tenant, its employees or guests, any rights to reserved or preferential parking in theforegoing areas.**7.****ADDITIONAL SERVICES AND BUILDING FACILITIES****.**     **(a) Services Provided.**The following services will be provided during the Term of the Lease,and such costs are included in the Rent:          (i) Heating and air conditioning will be provided during normal business hours from 6:30 AM to5:30 PM Monday through Friday, and from 8:00 AM to 12:00 PM on Saturday.          (ii) Parking provided in general parking lot.
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          (iii) Routine maintenance services.          (iv) Routine building security services and main entrance controls.          (v) Snow and ice removal from sidewalks, parking lot and driveways.          (vi) Lawn care and landscaping services.          (vii) The Building will be open for business on weekdays, excluding CHS-designated holidays,from 6:30 AM to 5:30 PM. Employees of Tenant shall have access to the Building at other times bymeans of a controlled access security card, which will be distributed on request from apre-identified Tenant representative.          (viii) Routine security services from an outside vendor from 4:00 PM to 8:30 AM Monday throughFriday and 24 hours on Saturday, Sunday and CHS-designated holidays. Special rules apply to afterhour or weekend activities for security purposes and are available upon request.          (ix) Receptionist services are in place at front desk Monday through Friday 8:00 AM to 4:30PM, except CHS-designated holidays.          (x) Use of Common Areas, including parking lot, landscaped areas, corporate conference rooms,cafeteria dinning area and other such areas provided for common use.     **(b) Other Available Services.**Subject to Landlord offering such services, Tenant may utilizeany of the following services at the Building. These services are billed on a per usage basis, andthe fees are subject to change Fees can be provided to Tenant upon request.(i) Special project services(ii) Office move coordination(iii) Design services(iv) Furniture purchasing and furniture inventory control(v) Off site storage(vi) Special security services(vii) Storage at Building 5300(viii) Mail Station identification(ix) Mail sorting, delivery and pick-up(x) Mail courier(xi) Postage/Labor jobs (i.e. folding and stuffing)(xii) Loading dock(xiii) Copy center(xiv) Paper record storage(xv) Local/long distance telephone services(xvi) Heating and cooling during non-business hours(xvii) Package shipping and receiving**8.****REAL ESTATE TAXES****.**Tenant will have no responsibility for the payment of real estatetaxes or assessments due in connection with the Property.**9.****ENCUMBRANCES****.**Tenant will not encumber the Premises or this Lease in any way,
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including but not limited to mortgaging or creating any other security interest in, or allowing thefiling of a mechanics’ lien against the Premises or any part thereof, or transferring, assigning orotherwise granting any interest in the Lease, without the prior written consent of Landlord.Notwithstanding, Tenant, in its sole discretion, may encumber or grant a security interest inTenant’s personal property used at or fixtures installed in the Premises.**10.****POSSESSION OF PREMISES****.**Except as otherwise expressly provided in this Section 10,Tenant agrees to lease the Premises “**AS IS”**, and Landlord makes no warranties of any sort regardingthe Premises, including but not limited to any warranties as to their condition or suitability forTenant’s current or intended uses. Except as provided in Section 39, Landlord will not make anyimprovements to the Premises in connection with the execution or performance of this Lease, orotherwise, unless (a) it is separately agreed to in writing by the parties; and (b) it is atTenant’s sole cost and expense.**11.****HOLD HARMLESS****.**Landlord shall not be responsible for loss or damage to property orinjury to persons occurring in or about the Premises by reason of any condition, defect, matter orthing on said Premises, the remainder of the Building, or the Property, or any of the improvementsof which the Premises are a part, or for the acts, omissions or negligence of persons in and aboutthe said Property, other than those resulting from the negligence or willful misconduct or omissionof Landlord, its agents or employees. Subject to the waiver of subrogation provisions of Paragraph24, Tenant agrees to indemnify, defend, and save Landlord harmless from all liabilities, losses,damages, expenses, costs of action, suits, interest, fines, penalties, claims and judgments (to theextent that the same are not paid out of the proceeds of any policy of insurance) related to lossesor claims of injuries to persons occurring in or about the Premises, resulting from any act,omission, or neglect of Tenant, its agents, servants, employees, customers or invitees, includingacts or omissions arising out of Tenant’s failure to perform, fully and promptly, each and everycovenant, condition and agreement of this Lease. Tenant, at its own cost and expense, will defendany and all suits that may be brought and claims that may be made for which Tenant has agreed toindemnify Landlord. Subject to the waiver of subrogation provisions of Paragraph 24, Landlordagrees to indemnify, defend, and save Tenant harmless from all liabilities, losses, damages,expenses, costs of action, suits, interest, fines, penalties, claims and judgments (to the extentthat the same are not paid out of the proceeds of any policy of insurance) related to losses orclaims of injuries to persons occurring in or about the Premises, the Building or the Property,resulting from any act, omission, or neglect of Landlord, its agents, servants, employees,customers or invitees, including acts or omissions arising out of Landlord’s failure to perform,fully and promptly, each and every covenant, condition and agreement of this Lease. Landlord, atits own cost and expense, will defend any and all suits that may be brought and claims that may bemade for which Landlord has agreed to indemnify Tenant.**12.****ACCESS TO PREMISES****.**The Building shall be open for business on weekdays, excludingCHS-designated holidays, from 6:30 a.m. to 5:30 p.m. Employees of Tenant and clients, ifaccompanied by an employee of Tenant, shall have access to the Premises at other times by means ofa controlled access security card, which shall be distributed to Tenant by Landlord upon request.**13.****COMPLIANCE WITH LAWS AND REGULATIONS****.**Tenant agrees to comply in all material respectswith all laws, ordinances, and governmental orders, rules and regulations (state, federal,municipal, or promulgated by other agencies or bodies having any jurisdiction thereof), and allBuilding rules, regulations and policies adopted by Landlord from time to time, relating to theuse, condition or occupancy of the Premises. Should Tenant receive notice of any violation orinquiry as to a possible violation of federal, state or local laws, ordinances or regulationsrelated to its use, condition or occupancy, Tenant shall provide immediate notice to Landlord andsuch further information as Landlord shall request.
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**14.****ENTRY FOR REPAIRS; INSPECTION****.**The Landlord or its employees or agents shall have theright without any diminution of Rent or other charges payable hereunder by Tenant to enter thePremises at reasonable times for the purposes of exhibiting the Premises to prospective tenants ofthe Premises or purchasers of the Building and for inspection, cleaning, repairing, altering orimproving the Premises or the Building or Property, but nothing contained in this paragraph shallbe construed as imposing any obligation on the Landlord to make any repairs, alterations, orimprovements not otherwise specifically provided for in this Lease. In exercising the foregoingright of entry, Landlord will provide no less than 24 hours prior notice to Tenant for the purposesof exhibiting the Premises to prospective tenants of the Premises or purchasers of the Building,and in all other cases, reasonable notice to Tenant, and will exercise reasonable care in an effortto minimize the disruption to Tenant’s business operations.**15.****ALTERATIONS****.**Tenant will not make any alterations, repairs, additions or improvementsin or to the Premises or add, subtract, or in any way change any locks, plumbing, wiring or otherservices therein without the prior written consent of Landlord as to the alterations, additions orimprovements to be made to the Premises. Such consent will not be unreasonably withheld or delayedby Landlord.**16.****MECHANIC’S LIENS****.**In the event that any mechanic’s lien is filed against the Premises,the Building or the Property as a result of Tenant’s alterations, additions, improvements or otheractions or omissions, Tenant shall immediately notify Landlord. Landlord shall have the right, butnot the obligation, after forty five (45) days from the filing of the lien, if the lien is not thendischarged, and in addition to all other remedies granted hereunder or by applicable law, to paythe lien, without inquiring into the validity thereof, and Tenant will immediately reimburseLandlord for the total amount of that payment, together with reasonable attorneys’ fees and othercosts actually incurred by Landlord in discharging the lien, as additional rent hereunder. In theevent that Tenant wishes to contest any such lien, it will post security in the form of a bond orother collateral deemed sufficient by Landlord, in its sole discretion, within the 45 day periodprovided above. If any such lien is not discharged within one (1) year after posting security, orsooner if necessary to allow a sale or mortgaging of the Property or due to any other necessity,Landlord will have the right to use such amounts posted as security to pay and discharge the lien.Nothing contained herein will be deemed a waiver of the right of Landlord to declare an Event ofDefault under Paragraph 27, if Tenant has failed to discharge any such lien within 45 days offiling.**17.****SIGNS****.**Tenant agrees that no sign, advertisement or notice will be placed or painted onany part of the outside or inside of the Building or the Property or outside the Premises. Tenantagrees that it will be permitted to have a sign inside the Premises and on the 1st floorbuilding directory using CHS standard inserts. Landlord reserves the right to remove any signsplaced or painted in violation of this section at the expense of Tenant.**18.****COMMON AREAS****.**Common areas will consist of all parts of the Building and Property andimprovements thereon not under Lease exclusively to Tenant or other tenants or available for Leaseto other tenants, or used exclusively by Landlord, including, but not limited to, parking areas,access roads and facilities, driveways, sidewalks and other walkways, stairways, hallways,elevators, restrooms, landscaped areas, conference areas, cafeteria, and such other areas andimprovements provided for common use and benefit of tenants (the “Common Areas”). Landlord andTenant, and their invitees, employees, and visitors, shall have common and non-exclusive rights tothe use of said Common Areas, subject, however, to Landlord’s exclusive right to establish, modifyand enforce reasonable rules and regulations with respect to all Common Areas and facilities forthe safety, comfort and convenience of the owners, occupants, tenants and invitees of the Buildingand the Property and the right of Landlord to establish reasonable procedures and schedules for useof common facilities, such as loading docks, to allow use by all tenants.
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**19.****QUIET ENJOYMENT****.**Landlord hereby warrants that, subject to the terms and conditionshereof, Tenant will peacefully have, hold and enjoy the Premises during the full Term of this Leaseand any extensions or renewals thereof.**20.****ASSIGNMENT AND SUBLETTING****.**Tenant may sublease or assign all or any portion of thePremises to any affiliate or subsidiary of Tenant, and/or any entity resulting from a merger orconsolidation involving Tenant, with Landlord’s prior written consent which shall not beunreasonably withheld or delayed. Tenant agrees not to assign this Lease or sublet or license thePremises or any part thereof, whether by voluntary act, operation of law, or otherwise, without thespecific prior written consent of Landlord in each instance, which consent shall not beunreasonably withheld or delayed. No assignment of this Lease by Tenant, nor any sublease of thePremises, whether or not consented to by Landlord, will release Tenant of any obligations underthis Lease. Landlord’s interest hereunder will be freely assignable, but Landlord will provideTenant with notice of any such assignment.**21.****RISK OF LOSS****.**Tenant assumes the risk of loss or damage to any personal property usedor stored by it in or at the Premises caused by fire, water, theft, war, vermin, flood, or anyother casualty or peril normally included in multi-peril all-risk insurance and agrees not to lookto Landlord for indemnification for the same and hereby releases Landlord from any liability forany such loss or damage, except to the extent such loss was caused or contributed to by thenegligence, recklessness or intentional act or omission of Landlord.**22.****LOSS BY CASUALTY****.**If the Premises or Building are damaged or destroyed by fire orother casualty rendering the Premises wholly untenantable, Landlord or Tenant will have the rightto terminate this Lease, provided written notice thereof is given to the other within sixty (60)days after such damage or destruction and the Rent shall be abated for the unexpired portion of theTerm of the Lease from the date of such damage or destruction. If a portion of the Premises isdamaged and Tenant reasonably determines that it will take more than sixty (60) days to restore thePremises, Tenant may terminate the Lease upon giving Landlord written notice within thirty (30)days after the occurrence of such damage. If all or a portion of the Premises is damaged by fireor other casualty, and neither party elects to terminate this Lease, Landlord shall, at itsexpense, proceed with reasonable diligence to restore the Premises to as near the condition whichexisted immediately prior to such damage or destruction as reasonably possible and the Rent shallabate during such period of time as the Premises are untenantable. Should only a portion of thePremises be untenantable and Tenant continues to occupy and conduct business in the Premises inpart, Tenant will be entitled to a partial abatement of Rent in an amount determined based upon theproportion that the untenantable portion of the Premises bears to the entire Premises. Landlordwill have no obligation to repair or replace fixtures or personal property owned by Tenant.**23.****PROPERTY INSURANCE****.**Landlord will at all times during the Term of this Lease maintaina policy or policies of insurance insuring the Building against loss or damage by fire, explosionor other hazards and contingencies and flood if required, or any other casualty or peril normallyincluded in multi-peril, all-risk insurance for an amount deemed reasonably necessary by Landlordbased upon typical coverages for comparable properties, which insurance will be subject to therights of the mortgagee of the Property, if any, under a standard mortgagee’s clause. Landlordwill not be obligated in any way or manner to insure the personal property of Tenant or otherproperty which Tenant may have upon or within the Premises, any fixtures installed by or paid forby Tenant upon or within the Premises, or any additional improvements which Tenant may construct onthe Premises. Landlord assumes the risk of loss or damage to the Building and Property (but not tothe personal property of Tenant, or fixtures or improvements made or paid for by Tenant, ashereinabove provided) caused by fire, water, theft, war, vermin, flood, or any other casualty orperil normally included in multi-peril, all-risk insurance and agrees
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not to look to Tenant for indemnification for the same and hereby releases Tenant from anyliability for any such loss or damages, except to the extent such loss or damages were caused orcontributed to by the gross negligence, recklessness or intentional act or omission of Tenant.**24.****PUBLIC LIABILITY INSURANCE****.**Tenant will, during the Term hereof, keep in full force andeffect, at its expense, a policy or policies of commercial general liability insurance with respectto the Premises and the business of Tenant, under policies and with insurance carriers reasonablyacceptable to Landlord, in which Tenant will be named insured and Landlord will be covered as anadditional insured under such reasonable policy limits as are required by Landlord, which limitswill in no event be less than $1,000,000 combined single limit. Such policy or policies providedunder this paragraph will provide that thirty (30) days’ written notice must be given to Landlordprior to cancellation thereof. Tenant will furnish evidence reasonably satisfactory to Landlordprior to the commencement date of this Lease, and at such other times as Landlord reasonablyrequests, but at least annually on the anniversary of the commencement date of the term of thisLease, that all required coverage is in full force and effect.**25.****WAIVER OF SUBROGATION****.**Anything in this Lease to the contrary notwithstanding, Landlordand Tenant hereby waive and release each other from any and all rights of recovery, claim, actionor cause of action, against each other, their agents, officers and employees for any loss or damagethat may occur to the Premises, improvements to the Property of which the Premises are a part, orpersonal property (building contents) located on the Property, by reason of fire, the elements, orany other casualties covered by extended coverage property insurance, regardless of cause oforigin, including negligence of Landlord or Tenant and their agents, officers and employees to theextent of any insurance company which has issued policies of fire and extended coverage insuranceto Landlord or Tenant, written notice of the terms of the mutual waiver as contained in thisparagraph, and to have the insurance policies properly endorsed, in order to verify the acceptanceby the insurance companies of the waivers of subrogation contained.**26.****CONDEMNATION****.**If, during the Term of this Lease, all or a substantial part of thePremises are taken or condemned for any public purpose, or a deed is given by Landlord in lieuthereof, and the taking would prevent or materially interfere with the use of the Premises for thepurpose for which they are being used, this Lease will terminate and the Rent will be abated duringthe unexpired portion of this Lease effective on the date physical possession is taken by thecondemning authority. Tenant will have no claim to any condemnation award of Landlord, nor will ithave the right to claim separately for any value it may have attributed to its leasehold interestin the Premises, except that Tenant may apply for any award to which it may be entitled for movingexpenses and trade fixtures only.**27.****EVENTS OF DEFAULT****.**The occurrence of any of the following events shall be deemed anevent of default hereunder (“Events of Default”);     **(a) **Tenant shall fail to pay when due any monthly installment of Rent or additional rent asherein provided, whether or not legal or formal demand has been made therefor, and such defaultcontinues for ten (10) days after written notice from Landlord to Tenant.     **(b) **Tenant shall permit the filing of a lien against the Premises or the Property which is notdischarged or contested within forty five (45) days of filing pursuant to Section 16.     **(c) **Tenant shall fail to maintain insurance required pursuant to Section 24.     **(d) **Tenant shall abandon or vacate the Premises.
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     **(e) **Tenant shall become insolvent or commit an act of bankruptcy or become bankrupt or takethe benefit of any statute that may be in force for bankrupt or insolvent debtors or becomeinvolved in voluntary or involuntary winding up proceedings or a receiver shall be appointed forthe business, property, affairs or revenues of Tenant.     **(f) **Tenant shall violate the terms of this Lease pertaining to the use of the Premises.     **(g) **Tenant shall violate or fail to perform any of the other material conditions, covenants oragreements contained herein and such default is not cured within thirty (30) days of receipt ofnotice thereof from Landlord, provided, however if such default cannot be reasonably cured withinsuch thirty (30) day period, then Tenant shall not be in default if Tenant shall have commenced tocure the default within such thirty (30) day period and diligently proceeds to cure the defaultwithin forty-five (45) days from receipt of notice.**28.****DEFAULT REMEDIES****.**If an Event of Default occurs pursuant to Paragraph 27, time beingof the essence, Landlord may resort to any and all legal remedies or combination of remedies whichLandlord may desire to assert, including but not limited to one or more of the following: (a) enterthe Premises and remove all persons and property therefrom, with or without terminating this Lease,(b) declare the Lease at an end and terminated, (c) sue for the Rent due and to become due underthe Lease, less any Rent received by Landlord from reletting of the Premises, and for any damagessustained by Landlord, and (d) continue the Lease in effect and relet the Premises on such termsand conditions as Landlord may deem advisable with Tenant remaining liable for the monthly Rentplus the reasonable cost of obtaining possession of the Premises and of any repairs necessary toprepare the Premises for reletting, less the rentals received from such reletting, if any. Noaction of Landlord will be construed as an election to terminate the Lease unless written notice ofsuch intention is given to Tenant. Tenant agrees to pay as additional rent all reasonableattorneys’ fees and other costs and expenses incurred by Landlord in enforcing any of Tenant’sobligations under this Lease.**29.****LANDLORD’S RIGHT TO CURE DEFAULTS****.**If Tenant should default in the making of anypayment or in the performance of any act herein required to be made or done by Tenant, Landlordmay, at its option, make such payment or perform such act. Should Landlord so act, all expensesthereof, with interest thereon as determined herein, will be reimbursed by Tenant to Landlord andwill constitute additional rent due and payable with the next monthly installment of Rent. Landlordshall not be entitled to declare a default based upon Tenant’s failure to pay or failure to act, ifLandlord has paid or performed such act on behalf of Tenant during any cure period granted toTenant hereunder. However, Tenant’s failure to timely reimburse Landlord for such payment or actshall constitute an Event of Default under this Lease.**30.****SURRENDER****.**On the last day of the Term of this Lease, or the earlier terminationhereof, Tenant will peaceably surrender the Premises in good condition and repair consistent withTenant’s duty to make repairs as provided for in this Lease, ordinary wear and tear and casualtyloss excepted. On or before said last day, Tenant will, at its expense, remove all of Tenant’spersonal property, equipment and fixtures it is entitled to remove from the Premises, repairing anydamage caused thereby, and any property not removed will be deemed abandoned. If the Premises arenot surrendered at the end of the Term of this Lease or the earlier termination thereof, Tenantwill indemnify Landlord against loss or liability resulting from delay by Tenant in so surrenderingthe Premises, including, without limitation, claims made by any succeeding tenant founded on suchdelay or losses incurred by Landlord due to such claims or the loss of a prospective Tenant. Tenantwill promptly surrender all keys for the Premises to Landlord at the place then fixed for paymentof Rent and will inform Landlord of combinations on any locks and safes on the Premises.
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**31.****WAIVER****.**Failure of Landlord to declare any default immediately upon occurrencethereof, or delay in taking any action in connection therewith, will not waive such default, butLandlord shall have the right to declare any such default at any time thereafter.**32.****HOLDING OVER****.**If, without Landlord’s written consent, Tenant remains in possession ofthe Premises after the expiration or other termination of the Lease, Tenant shall be deemed to beoccupying the Premises upon a tenancy at sufferance only, at a monthly rental equal to one hundredfifty per cent (150%) the monthly Rent otherwise payable hereunder on the last day of the term ofthis Lease immediately prior to the expiration or termination of such term. Such tenancy atsufferance may be terminated by Landlord at any time in accordance with Minnesota law, or in theabsence of any such Minnesota law governing such circumstance, then by notice to Tenant thirty (30)days in advance of such termination. Any month-to-month tenancy or tenancy at sufferance hereunderwill be subject to all other terms and conditions of the Lease and nothing contained in thisSection 32 will be construed to limit or impair any of Landlord’s rights of reentry or eviction orconstitute a waiver thereof.**33.****SUBORDINATION TO LEASE AND MORTGAGE****.**Tenant agrees that this Lease will be subordinateto any mortgage that may now or hereafter be placed upon the Building, the Property or any partthereof, and to any and all advances to be made thereunder, and to the interest thereon, and allrenewals, replacements, and extensions thereof, provide however such mortgagee agrees to notdisturb Tenant’s possession of the Premises so long as Tenant is not in default hereunder. Inconfirmation of such subordination, Tenant will promptly execute and deliver any instrument, inrecordable form, as is reasonably required or requested by Landlord’s mortgagee, including but notlimited to a subordination, non-disturbance and attornment agreement in which Tenant agrees toattorn to such mortgagee in the event of foreclosure provided Tenant’s rights under the Lease arenot disturbed.**34.****ESTOPPEL CERTIFICATES****.**The parties agree to promptly execute upon request of the otherparty an estoppel certificate addressed to any mortgagee, purchaser, assignee or other third partycertifying as to facts related to this Lease in a form reasonably acceptable to the requestingparty and Tenant will agree to any such notice provisions as may be reasonably required by Landlordor Landlord’s mortgagee.**35.****ENTIRE AGREEMENT****.**The Lease embodies the entire agreement between the parties as tosubject hereof. There are no promises, terms, conditions or obligations referring to the subjectmatter, other than those contained herein. There may be no modifications to this Lease, except inwriting, executed with the same formalities as this Lease.**36.****CAPTIONS****.**The captions are inserted only as a matter of convenience and for referenceand in no way define, limit to describe the scope of this sublease nor the intent of any provisionthereof.**37.****SUCCESSORS AND ASSIGNS****.**The covenants and conditions herein contained will, subject tothe provisions of Section 20 hereof, apply to and bind the successors, executors, administratorsand assigns of all the parties hereto.**38.****NOTICES****.**Whenever in this Lease it shall be required or permitted that notice or demandbe given or served by either party to this Lease to or on the other, such notice or demand will begiven or served and shall not be deemed to have been given or served unless in writing andforwarded by certified or registered mail, return receipt requested, or sent by overnight expresscourier, or sent by facsimile and followed by overnight express delivery, addressed as follows:
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       To Landlord: CHS Inc.    Attn: Roger Tschida    5500 Cenex Drive    Inver Grove Heights, MN 55077    Facsimile: 651-355-6352       Copy to: CHS Inc.    Attn: Legal Department    5500 Cenex Drive    Inver Grove Heights, MN 55077    Facsimile: 651-355-4554       To Tenant: US BioEnergy Corporation    Attn. Greg Schlicht    5500 Cenex Drive, Mailstop 175    Inver Grove Heights, MN 55077    Facsimile: 651-355-8301Such notices may be changed from time to time by either party by serving notices as above provided.     **39. ****TENANT IMPROVEMENTS**.     (a) Landlord and Tenant shall meet with Landlord’s designers and agree upon a set of plans andspecifications and/or construction drawings (collectively the “Plans and Specifications”), coveringall work to be performed by Landlord in constructing Tenant improvements within the Premises (the“Tenant Improvements”). Tenant shall have five (5) days after receipt of the Plans andSpecifications in which to review and to give to Landlord written notice of its approval of thePlans and Specifications or its requested changes to the Plans and Specifications. Tenant shallhave no right to request any changes to the Plans and Specifications which would either materiallyalter the Premises or make any exterior or structural changes to the Premises or the Building. IfTenant fails to approve or request changes to the Plans and Specifications by five (5) days afterits receipt thereof, then Tenant shall be deemed to have approved the Plans and Specifications andthe same shall thereupon be final. If Tenant requests any changes to the Plans and Specifications,Landlord shall make those changes which are reasonably requested by Tenant. Tenant may notthereafter disapprove the revised portions of the Plans and Specifications unless Landlord hasunreasonably failed to incorporate Tenant’s requests and, subject to the foregoing, the Plans andSpecifications, as modified by said revisions, shall be deemed to be final upon the submission ofsaid revisions to Tenant. Tenant shall at all times in its review of the Plans and Specifications,and of any revisions thereto, act reasonably and in good faith. After the Plans and Specificationshave been made or deemed final pursuant to the procedures set forth hereinabove, any subsequentchanges to the Plans and Specifications requested by Tenant shall be at Tenant’s sole cost andexpense and subject to Landlord’s written approval, which approval shall not be unreasonablywithheld, conditioned or delayed.     (b) Landlord shall pay costs associated with the construction of the Tenant Improvements in anamount equal to $10.50 per useable square foot of space in the Premises based on 8606 useablesquare feet, for a maximum total amount of $90,363 (the “Improvement Allowance”). If the cost ofconstructing the Tenant Improvements exceeds the Improvement Allowance, the sums spent by Landlordin excess of
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the Improvement Allowance shall be considered additional rent, to be paid by Tenant toLandlord with thirty (30) days upon receipt of Landlord’s invoice therefore. The ImprovementAllowance must be spent within the first 12 months of the Lease or whatever is outstanding shall beforfeited.     (c) Landlord shall use reasonable speed and diligence to substantially complete constructionof the Tenant Improvements in a good and workmanlike manner and to have the Premises ready foroccupancy on or before June 1, 2006 as to Parcel A and on or before November 1, 2006 as to ParcelC. No liability whatsoever shall arise or accrue against Landlord by reason of its failure todeliver or afford possession of the Premises unless it is a direct result of Landlord’s negligenceor willful misconduct. Such failure to deliver possession of the Premises to Tenant by the datesherein stated shall automatically postpone the date of commencement of the Initial Term of thisLease and payment of Rent and shall extend the termination date by the corresponding number ofdays.     (d) The costs of constructing the Tenant Improvements shall include, but are not limited to,the actual costs of construction (including the overhead and profit of Landlord’s contractors),construction management expenses, the cost of all permits and approvals, and all design costs andother charges of Landlord’s designers, architects and engineers in the review and preparation ofthe Plans and Specifications.**IN WITNESS WHEREOF,**the Landlord and Tenant have duly executed these presents in proper legalmanner.           **CHS INC.**   **US BIO ENERGY CORPORATION**             **By:** /s/ Patrick M. Kluempke   **By:** /s/ Brian Thome    ** Patrick M. Kluempke**     ** Brian Thome**  **Its:** **Executive Vice President**   **Its:** **President**  
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**ExhibitA**