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Exhibit 10.8
 AMENDED AND RESTATED
SUBLEASE AGREEMENT
 th
      Term
 Termination
 Commencement Date




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a)
    
    This Sublease Agreement is executed by the Sublessor and
Sublessee; andb)
    
    Tenant and Ritchie have evidenced their approval to this
Sublease Agreement by affixing their authorized signatures to the same.4.
    
    Primary Sublease. Sublessee represents and warrants that it has read the Primary
Sublease and agrees that:a)
    
    The terms, covenants, promises, and conditions of the Primary
Sublease are incorporated herein;b)
    
    Sublessee shall comply with and be bound by all of the terms,
covenants, promises, and conditions of the Primary Sublease; andc)
    
    Sublessor shall duly observe and perform those obligations
imposed upon the Tenant, Ritchie, and United under the Primary Sublease to the
extent that such obligations are not provided in this Sublease Agreement to be
observed or performed by Sublessee, except with respect to any failure in such
observance or performance which results from any default by Sublessee.
 Warranty
 a)
    
    The Primary Sublease is valid and existing, there are no
existing defaults on the part of the Tenant, Ritchie, or United with respect
thereto, and Tenant and Ritchie do not hold any claim against United; andb)
    
    There are will be no contracts for services or otherwise on
account of maintenance or repairs which expressly or impliedly are or will be
binding upon Sublessee or upon the Leased Premises.
 Rent
 Insurance
 a)
    
    Commercial Genera1 Liability occurrence form, or equivalent,
covering the Subject Premises and operations of Sublessee, including personal
injury and contractual liability, with combined single limit for bodily injury
and property damage of not less than $2,000,000 per occurrence, $2,000,000
annual aggregate, naming Sublessor, its agents and employees, and any others
specified from time to time by Sublessor, as additional
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insureds under such policy. Such policy will be primary insurance, and any
similar insurance which may be maintained by Sublessor shall be in excess of
Sublessees policy, and not contributory therewith.
 b)
    
    Insurance covering all of Sublessees furniture, machinery,
equipment, stock, merchandise, and any other personal property owned or used in
Sublessees business and found in, on, or about the Subject Premises, in an
amount not less than the full replacement value, against Basic Form Causes of
Loss (fire and extended coverage).c)
    
    Workers compensation insurance insuring against and satisfying
Sublessees obligations and liabilities under the Workers Compensation Laws
of the State of Kansas, including Employers Liability insurance with a limit
of not less than $1,000,000.d)
    
    If Sublessee operates owned, hired, or non-owned vehicles,
Automobile Liability insurance shall be maintained with limits not less than
$1,000,000.
   Utilities
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Amenities
 Building Access
 Structural Alterations
 Notices
 UBE Services, LLC
    
    With Copy to:
    
    US Bio Energy CorporationAttn: Ron Hansen
    
    
    
    5500 Cenex Drive, Mail Station 1752868 N. Ridge Road
    
    
    
    Inver Grove Heights, MN 55077Wichita, KS 67205-1039
    
    
    
    Attn: General CounselEmail: RHansen@usbioenergy.netFax: 316-616-3784Fagen Engineering, LLCAttn: Jennifer A Johnson501 W. Hwy. 212P.O. Box 159Granite Falls, MN 56241Email: jjohnson@fogeninc.comFax:
 Entire Agreement
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Binding Effect
 Governing Law
  SUBLESSORUBE Services, LLC/s/ Ron HansenBy:
    
    Ron Hansen,Vice PresidentSUBLESSEEFAGEN ENGINEERING, LLC/s/ Jennifer A. JohnsonBy:
    
    Jennifer A. JohnsonTitle:
    
    CFO
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CONSENT TO SUBLEASE AGREEMENT
  MTG, L.L.C./s/ David L. BuchholzBy:
    
    David L. Buchholz                     DateManagerRITCHIE COMPANIES, INC./s/ David L. BuchholzBy:
    
    David L. Buchholz                     DateVice President and Chief Financial Officer
 6