<PAGE>

                                                                 Exhibit 10(hh)


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                      OPERATION AND MAINTENANCE AGREEMENT


                            Dated as of June 3, 1998


                                 By and between


                                 CRYSTECH, LLC


                                      and


                         AMERICAN CRYSTAL SUGAR COMPANY


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<PAGE>

                                  TABLE OF CONTENTS

<TABLE>
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                                     SECTION 1

                          DEFINITIONS AND INTERPRETATION

     Section 1.1    Definitions. . . . . . . . . . . . . . . . . . . . . . . .    -1-
     Section 1.2    Interpretation . . . . . . . . . . . . . . . . . . . . . .    -7-
     Section 1.3    Technical Meanings . . . . . . . . . . . . . . . . . . . .    -8-
     Section 1.4    Headings . . . . . . . . . . . . . . . . . . . . . . . . .    -8-
     Section 1.5    Interpretation . . . . . . . . . . . . . . . . . . . . . .    -8-
                                                                                
                                     SECTION 2                                  
                                                                                
                              OWNER FURNISHED ITEMS                             
                                                                                
     Section 2.1    General. . . . . . . . . . . . . . . . . . . . . . . . . .    -8-
     Section 2.2    Information. . . . . . . . . . . . . . . . . . . . . . . .    -8-
     Section 2.3    Care, Custody and Operational Control. . . . . . . . . . .    -9-
     Section 2.4    Contractor-Supplied Items. . . . . . . . . . . . . . . . .    -9-
     Section 2.5    Overhaul of Major Equipment and Capital Improvements . . .    -9-
                                                                                
                                     SECTION 3                                  
                                                                                
                           RESPONSIBILITIES OF OPERATOR                         
                                                                                
     Section 3.1    Scope of Services. . . . . . . . . . . . . . . . . . . . .    -9-
     Section 3.2    Standards for Performance of the Services. . . . . . . . .   -10-
     Section 3.3    Personnel Standards. . . . . . . . . . . . . . . . . . . .   -11-
     Section 3.4    Billing and Payment of Invoices. . . . . . . . . . . . . .   -11-
     Section 3.5    Facility Agreements. . . . . . . . . . . . . . . . . . . .   -11-
     Section 3.6    Approvals and Permits. . . . . . . . . . . . . . . . . . .   -12-
     Section 3.7    Operating Data and Records.  . . . . . . . . . . . . . . .   -12-
     Section 3.8    No Liens or Encumbrances . . . . . . . . . . . . . . . . .   -12-
     Section 3.9    No Action. . . . . . . . . . . . . . . . . . . . . . . . .   -12-
     Section 3.10   Emergency Action . . . . . . . . . . . . . . . . . . . . .   -12-
     Section 3.11   Access . . . . . . . . . . . . . . . . . . . . . . . . . .   -13-
     Section 3.12   Relationship between Owner and Operator. . . . . . . . . .   -13-
</TABLE>

                                    - i -
<PAGE>
<TABLE>
<CAPTION>
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                                     SECTION 4                                  
                                                                                
                         LIMITATIONS ON AUTHORITY OF OPERATOR                   
                                                                                
     Section 4.1    General Limitations. . . . . . . . . . . . . . . . . . . .   -13-
     Section 4.2    Execution of Documents . . . . . . . . . . . . . . . . . .   -14-
                                                                                
                                     SECTION 5                                  
                                                                                
                          PROCEDURES, PLANS AND REPORTING                       
                                                                                
     Section 5.1    Plant Manager. . . . . . . . . . . . . . . . . . . . . . .   -14-
     Section 5.2    Annual Operating Plan and Budget . . . . . . . . . . . . .   -15-
                                                                                
                                     SECTION 6                                  
                                                                                
                              COMPENSATION AND PAYMENT                          
                                                                                
     Section 6.1    Compensation . . . . . . . . . . . . . . . . . . . . . . .   -16-
     Section 6.2    Reimbursable Costs . . . . . . . . . . . . . . . . . . . .   -17-
                                                                                
                                     SECTION 7                                  
                                                                                
                                       TERM                                     
                                                                                
     Section 7.1    Term . . . . . . . . . . . . . . . . . . . . . . . . . . .   -18-
     Section 7.2    Termination by Owner . . . . . . . . . . . . . . . . . . .   -18-
     Section 7.3    Termination by Operator. . . . . . . . . . . . . . . . . .   -18-
     Section 7.4    Facility Condition at End of Term. . . . . . . . . . . . .   -18-
                                                                                
                                     SECTION 8                                  
                                                                                
                                     INSURANCE                                  
                                                                                
     Section 8.1    General. . . . . . . . . . . . . . . . . . . . . . . . . .   -19-
     Section 8.2    Operator Insurance . . . . . . . . . . . . . . . . . . . .   -19-
     Section 8.3    Certificates; Proof of Loss. . . . . . . . . . . . . . . .   -19-
     Section 8.4    Deductibles. . . . . . . . . . . . . . . . . . . . . . . .   -19-
</TABLE>

                                     - ii -                                     
<PAGE>
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<CAPTION>
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                                     SECTION 9                                  
                                                                                
                                  INDEMNIFICATION                               
                                                                                
     Section 9.1    By Operator. . . . . . . . . . . . . . . . . . . . . . . .   -20-
     Section 9.2    By Owner . . . . . . . . . . . . . . . . . . . . . . . . .   -20-
     Section 9.3    Cooperation Regarding Claims . . . . . . . . . . . . . . .   -21-
                                                                                
                                     SECTION 10                                 
                                                                                
                             LIABILITIES OF THE PARTIES                         
                                                                                
     Section 10.1   Limitations of Liability . . . . . . . . . . . . . . . . .   -21-
     Section 10.2   Environmental Liability. . . . . . . . . . . . . . . . . .   -22-
     Section 10.3   Limitation of Owner's Liability. . . . . . . . . . . . . .   -22-
     Section 10.4   Limitation of Operator's Liability . . . . . . . . . . . .   -22-
                                                                                
                                     SECTION 11                                 
                                                                                
                             TITLE, DOCUMENTS AND DATA                          
                                                                                
     Section 11.1   Materials and Equipment. . . . . . . . . . . . . . . . . .   -22-
     Section 11.2   Proprietary Information. . . . . . . . . . . . . . . . . .   -23-
     Section 11.3   Review by Owner. . . . . . . . . . . . . . . . . . . . . .   -23-
                                                                                
                                     SECTION 12                                 
                                                                                
                            REPRESENTATIONS AND WARRANTIES                      
                                                                                
     Section 12.1   Operator Representations and Warranties. . . . . . . . . .   -23-
     Section 12.2   Owner Representations and Warranties . . . . . . . . . . .   -24-
                                                                                
                                     SECTION 13                                 
                                                                                
                                   FORCE MAJEURE                                
                                                                                
     Section 13.1   Excused Performance. . . . . . . . . . . . . . . . . . . .   -25-
     Section 13.2   Notice of Force Majeure. . . . . . . . . . . . . . . . . .   -25-
     Section 13.3   Scope. . . . . . . . . . . . . . . . . . . . . . . . . . .   -26-
     Section 13.4   Strikes. . . . . . . . . . . . . . . . . . . . . . . . . .   -26-
</TABLE>

                                    - iii -                                     
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<TABLE>
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                                     SECTION 14                                 
                                                                                
                              CONFIDENTIAL INFORMATION                          
                                                                                
     Section 14.1   Non-disclosure . . . . . . . . . . . . . . . . . . . . . .   -26-
     Section 14.2   Disclosure to Government Agency. . . . . . . . . . . . . .   -26-
                                                                                
                                     SECTION 15                                 
                                                                                
                               MISCELLANEOUS PROVISIONS                         
                                                                                
     Section 15.1   Assignment . . . . . . . . . . . . . . . . . . . . . . . .   -26-
     Section 15.2   Entire Agreement and Amendments. . . . . . . . . . . . . .   -27-
     Section 15.3   Survival . . . . . . . . . . . . . . . . . . . . . . . . .   -27-
     Section 15.4   Severability . . . . . . . . . . . . . . . . . . . . . . .   -27-
     Section 15.5   Waiver . . . . . . . . . . . . . . . . . . . . . . . . . .   -27-
     Section 15.6   Notices. . . . . . . . . . . . . . . . . . . . . . . . . .   -27-
     Section 15.7   Governing Law. . . . . . . . . . . . . . . . . . . . . . .   -28-
     Section 15.8   Further Assurances . . . . . . . . . . . . . . . . . . . .   -28-
     Section 15.9   Set-Off. . . . . . . . . . . . . . . . . . . . . . . . . .   -28-
     Section 15.10  Cooperation in Financing.. . . . . . . . . . . . . . . . .   -28-
     Section 15.11  No Third Person Rights . . . . . . . . . . . . . . . . . .   -28-
     Section 15.12  Dollars. . . . . . . . . . . . . . . . . . . . . . . . . .   -28-
     Section 15.13  Counterparts . . . . . . . . . . . . . . . . . . . . . . .   -29-
</TABLE>

                                    - iv -
<PAGE>

                     OPERATION AND MAINTENANCE AGREEMENT


    This OPERATION AND MAINTENANCE AGREEMENT (this "AGREEMENT") is made as of 
June __, 1998 between CRYSTECH, LLC, a Delaware limited liability company 
("OWNER") and American Crystal Sugar Company, a Minnesota cooperative 
corporation (in its capacity as operator of the Facility referred to herein, 
"OPERATOR").

                                 RECITALS

          WHEREAS, Owner has been formed to develop, finance, construct, own, 
operate and maintain a molasses desugarization facility and certain related 
assets (the "Facility", as further defined herein) to be constructed pursuant 
to the Construction Contract (as defined herein);

          WHEREAS, Operator is experienced in the construction management, 
operation and maintenance and management of food processing facilities such 
as the Facility, and desires to provide construction management, operation 
and maintenance services for the Facility on the terms and conditions set 
forth herein; and

          WHEREAS, Owner desires to retain the services of Operator to 
supervise and manage the construction of the Facility and for the operation 
and maintenance of all aspects of the Facility, and Operator is willing to 
perform the services upon the terms and conditions set forth herein.

          NOW, THEREFORE, in consideration of the mutual covenants, 
undertakings and conditions set forth below, the Parties agree as follows:

                                 SECTION 1

                       DEFINITIONS AND INTERPRETATION

          SECTION 1.1    DEFINITIONS.  Except as otherwise expressly provided 
or unless the context otherwise requires, the terms set forth below where 
used in this Agreement (including the Recitals) have the following meanings:

          "ACS" shall mean American Crystal Sugar Company, a cooperative 
corporation organized and existing under the laws of the State of Minnesota.

          "AFFILIATE" means, with respect to any Person (i) any director, 
officer or employee of such Person or (ii) any other Person which, directly 
or indirectly, controls or is controlled by or is under common control with 
such designated Person.  For the purposes of this definition, "CONTROL" 
(including, with correlative meanings, the terms "CONTROLLED BY" and "UNDER 
COMMON CONTROL WITH"), as used with respect to any Person, means the 
possession, directly or indirectly, of the power to direct or cause the 
direction of the management and policies of such Person, whether through the 
ownership of voting securities or by contract or otherwise, PROVIDED that, in 
any event, any Person that owns directly or indirectly securities having 5% 
or more of the voting power for the election of directors 

<PAGE>

or other governing body of a corporation or 5% or more of the partnership or 
other ownership interests of any other Person (other than as a limited 
partner of such other Person) will be deemed to control such corporation or 
other Person.

          "AGREEMENT" means this Operation and Maintenance Agreement between 
Owner and Operator, as the same may be modified or amended from time to time 
in accordance with the provisions hereof.

          "ANNUAL BUDGET" has the meaning given to such term in Section 5.2.2.

          "ANNUAL OPERATING PLAN" has the meaning given to such term in 
Section 5.2.2.

          "BUSINESS DAY" means any day other than a day on which commercial 
banks are authorized or required to close in Minneapolis, Minnesota.

          "CCC TIME" has the meaning given to such term in Section 2.3.

          "CONSTRUCTION CONTRACT" means the Engineering, Procurement and 
Construction Contract between Owner and the Contractor, dated as of May 28, 
1998.

          "CONTRACTOR" means Process Systems Incorporated Construction 
Company.

          "DOLLAR" or "$" means the lawful currency of the United States of 
America.

          "EFFECTIVE DATE" means the date of execution of this Agreement.

          "ENVIRONMENTAL CLAIM" means any oral or written notice, claim or 
demand (collectively, a "CLAIM") by any Person alleging or asserting 
liability for investigatory costs, cleanup costs, legal costs, governmental 
response costs, damages to natural resources or other property, personal 
injuries, fines or penalties related to (i) the presence, or release into the 
environment, of any Hazardous Material at any location, whether or not owned 
by the Person against whom such claim is made, or (ii) any violation of, or 
alleged violation of, or liability arising under any Environmental Law.  The 
term "Environmental Claim" shall include, without limitation, any claim by 
any Person or Governmental Body for enforcement, cleanup, removal, response, 
remedial or other actions or damages pursuant to any Environmental Law, and 
any claim by any third party seeking damages, contribution, indemnification, 
cost recovery, compensation or injunctive relief under any Environmental Law.

          "EVENT OF DEFAULT" shall have the meaning assigned to such term in 
the Note Purchase Agreement.

          "ENVIRONMENTAL LAW" means any Law relating to the environment, 
health or safety.

                                    - 2 -
<PAGE>

          "EQUIPMENT LEASE (HILLSBORO)" means that certain Equipment Lease 
dated as of June ___, 1998, by and between Operator and Owner pursuant to 
which Owner will lease to Operator certain of its rights and interest with 
respect to that portion of the Desugarization Assets located in Hillsboro, 
North Dakota.

          "EQUIPMENT LEASE (MOORHEAD)" means that certain Equipment Lease 
dated as of June___, 1998, by and between Operator and Owner pursuant to 
which Owner will lease to Operator certain of its rights and interest with 
respect to that portion of the Desugarization Assets located in Moorhead, 
Minnesota.

          "EQUIPMENT LEASES" means the Equipment Lease (Hillsboro) and the 
Equipment Lease (Moorhead).

          "FACILITY" means collectively, the MDS Facility, the Sugar-End 
Upgrade, the Thin Juice Softening Facility and the Receiving Storage and 
Shipping Facility, as those terms are defined in the Construction Contract.

          "FACILITY AGREEMENTS" means this Agreement, the Construction 
Contract, the Tolling Agreement, the Leases, the License and Easement 
Agreements, the Note Purchase Agreement (and each Financing Agreement defined 
therein), the LLC Agreement, the Equipment Leases, and any other agreement 
reasonably designated by Owner as a Facility Agreement, and includes all 
exhibits, schedules and attachments to each such agreement.

          "FACILITY SITE" means the real property devised to Owner under the 
Ground Lease.

          "FEEDSTOCK" shall have the meaning assigned to such term in the 
Tolling Agreement.

          "FINAL PERFORMANCE ACCEPTANCE" has the meaning given to such term 
in the Construction Contract.

          "FORCE MAJEURE" means any act, event or condition that causes delay 
in or failure of performance of obligations under this Agreement, if such 
act, event or condition (i) is beyond the reasonable control of the Party 
relying thereon, (ii) is not the result of any acts, omissions or delays of 
such Party (or any third Person over whom such Party has control including, 
without limitation, any subcontractor), (iii) is not an act, event or 
condition, the risks or consequences of which such Party has expressly agreed 
to assume hereunder and (iv) then only to the extent the same cannot be 
cured, remedied, avoided, offset, negotiated or otherwise overcome by the 
prompt exercise of due diligence of the Party relying thereon (or any third 
Person over whom such Party has control including, without limitation, any 
subcontractor).  Force Majeure shall include the following (if the 
requirements described in clauses (i) through (iv) of the above sentence are 
satisfied):  hurricane, fire, tornado, landslide, earthquakes, acts of the 
public enemy, war, insurrection, riot or civil disturbance, unlawful strikes 
or labor stoppages excluding those involving the Operator or its employees, 
an unreasonable delay or unreasonable failure to obtain any authorization or 
approval from any Government Agency provided that the taking of the requested 
action by the Government Agency is 

                                    - 3 -
<PAGE>

legal, customary and within the Government Agency's jurisdiction, proper and 
timely application was made therefor, taking into account all facts and 
circumstances after due investigation into the time required for such 
requested action, payment of all necessary fees and charges was made and 
diligent and continuous pursuant of the application has been made, all in 
light of the schedule for completion and the effect of delays thereon and 
recognizing that Owner has represented that it will suffer damages in the 
event of late completion.  Notwithstanding the foregoing, Force Majeure shall 
not include (i) the climate for the geographic area of the Facility, (ii) the 
occurrence of any manpower or equipment shortages or (iii) any delay, default 
or failure (direct or indirect) in obtaining any equipment, performing any of 
the Services or any other delay, default or failure (financial or otherwise) 
of a subcontractor, vendor or supplier except if, such delay, default or 
failure results from any act, event or condition which would, with respect to 
such subcontractor, supplier or vendor, as the case may be, constitute an 
event of Force Majeure if such supplier, subcontractor or vendor were a Party 
to this Agreement.

          "GOVERNMENT AGENCY" means any federal, state, local or municipal 
government, governmental department, commission, board, bureau, agency, 
instrumentality, judicial or administrative body.

          "HAZARDOUS MATERIALS" means (a) any petroleum or petroleum 
products, radioactive materials, asbestos in any form that is or could become 
friable, urea formaldehyde foam insulation, and transformers or other 
equipment that contain dielectric fluid containing polychlorinated biphenyls 
("PCBS"); (b) any chemicals, materials or substances which are now or 
hereafter become defined as or included in the definition of "hazardous 
substances", "hazardous wastes", "hazardous materials", "extremely hazardous 
wastes", "restricted hazardous wastes", "toxic substances", "toxic 
pollutants", or words of similar import, under any Environmental Law or in 
any regulations thereto; and (c) any other chemical, material, substance or 
waste, exposure to which is now or hereafter prohibited, limited or regulated 
by any Government Agency.

          "INDEMNIFIED PARTY" has the meaning given to such term in Section 
9.3.

          "LAW" means any act, statute, law, regulation or order, decree, 
judgment, license, approval or authorization of any federal, state or local 
government, any governmental body, agency or authority (including without 
limitation, any taxing authority or any other entity exercising executive, 
legislative, judicial, regulatory or administrative functions pertaining to 
government), as in effect from time to time applicable to the Facility and 
the operation thereof.

          "LEASE AGREEMENT (HILLSBORO)" means that certain Lease and Fixtures 
Agreement dated as of June ___, 1998, by and between Operator and Owner and 
covering certain real property of Operator, and certain designated space 
within existing buildings situated thereon, at Operator's sugarbeet 
processing facility in Hillsboro, North Dakota.

          "LEASE AGREEMENT (MOORHEAD)" means that certain Lease and Fixtures 
Agreement dated as of June___, 1998, by and between Operator and Owner and 
covering certain designated 

                                    - 4 -
<PAGE>

space within existing buildings situated upon real property of Operator at 
its sugarbeet processing facility in Moorhead, Minnesota (the "Lease 
Agreement (Moorhead"). 

          "LEASES" means Lease Agreement (Hillsboro) and the Lease Agreement 
(Moorhead).

          "LENDER" means each Person providing financing to Owner through the 
purchase or holding of a Note issued by Owner under the Note Purchase 
Agreement and any trustee or agent acting on any such Person's behalf.

          "LICENSE AND EASEMENT AGREEMENT (HILLSBORO, NORTH DAKOTA)" means 
that certain License and Easement Agreement dated as of June ___, 1998, by 
and between Operator and Owner and granting Owner certain easements and 
rights over and across certain designated space within existing buildings 
situated on certain real property of Operator at Operator's sugarbeet 
processing facility in Hillsboro, North Dakota.

          "LICENSE AND EASEMENT AGREEMENT (MOORHEAD, MINNESOTA)" means that 
certain License and Easement Agreement dated as of May ___, 1998, by and 
between Operator and Owner and granting Owner certain easements and rights 
over and across certain portions of real property of Operator at Operator's 
sugarbeet processing facility in Moorhead, Minnesota.

          "LICENSE AND EASEMENT AGREEMENTS" means the License and Easement 
Agreement (Hillsboro, North Dakota) and the License and Easement Agreement 
(Moorhead, Minnesota).

          "LLC AGREEMENT" means the limited liability agreement of Owner, 
dated as of May 28, 1998.

          "MAJOR EQUIPMENT" means the chromatographic separation column used 
in the MDS Facility described in the Construction Contract.

          "MAJOR MAINTENANCE" has the meaning given to such term in Section 
2.6.

          "MDS FACILITY" has the meaning given to such term in the 
Construction Contract. 

          "MECHANICAL COMPLETION" has the meaning given to such term in the 
Construction Contract.

          "NOTE PURCHASE AGREEMENT" means the Note Purchase Agreement, dated 
as of the date hereof, between Owner and Crystech Senior Lender Trust.

          "OPERATING YEAR" means the 12 month period beginning on September 1 
following the CCC Time and each successive 12 month period beginning on the 
consecutive anniversary dates thereof. 

                                    - 5 -
<PAGE>

          "OPERATOR INDEMNIFIED PARTY" means Operator and its shareholders, 
officers, directors, employees, agents, representatives and Affiliates.

          "OWNER INDEMNIFIED PARTY" means Owner, Lender and their respective 
shareholders, partners, officers, directors, employees, agents, 
representatives and Affiliates (other than, in the case of Owner, ACS).

          "OWNER ACCEPTANCE" has the meaning given to such term in the 
Construction Contract.

          "PARTY" means either Operator or Owner and "PARTIES" means both 
Operator and Owner.

          "PERSON" means any individual, partnership, corporation, 
association, business, trust, Government Agency or other entity.

          "PLANT MANAGER" has the meaning given to such term in Section 5.1.

          "PREOPERATIONAL PHASE-IN SERVICES" has the meaning given to such 
term in Section 3.1.1.

          "PRUDENT OPERATING AND MAINTENANCE PRACTICES" means generally 
accepted and sound industry practices, methods and acts applicable to similar 
food processing facilities situated in the United States and which at a 
particular time, in the exercise of reasonable judgment and in light of facts 
known or that should have been known, would have been expected to accomplish 
the desired results and goals established in the Annual Operating Plan, 
including such goals as efficiency, reliability, economy and profitability, 
in a manner consistent with law, regulation, safety, and environmental 
protection.  With respect to the Facility, Prudent Operating and Maintenance 
Practices include such things as taking reasonable actions to provide:

          (i)  Adequate materials, resources and supplies, including fuel, 
               are available to meet the Facility's needs under normal 
               conditions and reasonably anticipated abnormal conditions;

          (ii) A sufficient number of operating, maintenance and supervisory 
               personnel are available and adequately experienced and trained 
               to operate, maintain and supervise each part of the Facility 
               properly, efficiently and within manufacturer's guidelines and 
               specifications and are capable of responding to emergency 
               conditions;

         (iii) The timely performance of preventive, routine, and non-routine 
               maintenance and repairs on a basis that ensures long-term and 
               safe operation and by knowledgeable and experienced personnel 
               utilizing specified equipment, tools and procedures;

                                    - 6 -
<PAGE>

          (iv) Appropriate monitoring and testing are done periodically to 
               check if equipment is functioning as designed and to provide 
               assurance that equipment will function properly under both 
               normal and emergency conditions; and

          (v)  Equipment is operated in a safe manner and in a manner safe 
               to workers, the general public and the environment.

          "RECOVERY RATE" has the meaning given to such term in the Tolling 
Agreement. 

          "REIMBURSABLE COSTS" has the meaning given to such term in Section 
6.2.  

          "SERVICES" has the meaning given to such term in Section 3.1.

          "TOLLING AGREEMENT" means the Tolling Services Agreement, dated as 
of the date hereof, between Owner and ACS.

          "WINDING-UP" means, with respect to any Person, the occurrence of 
any of the following:  (a) such Person shall (i) apply for or consent to the 
appointment of, or the taking of possession by, a receiver, custodian, 
trustee, liquidator or administrator of itself or of all or a substantial 
part of its property, (ii) be generally unable to pay its debts as such debts 
become due, (iii) make a general assignment for the benefit of its creditors, 
(iv) commence a voluntary case under the United States Bankruptcy Code (as 
now or hereafter in effect), (v) file a petition seeking to take advantage of 
any other law providing for the relief of debtors, (vi) fail to controvert in 
a timely or appropriate manner, or acquiesce in writing to, any petition 
filed against it in an involuntary case under the United States Bankruptcy 
Code, (vii) take any action under the laws of its jurisdiction of 
incorporation (or any other jurisdiction) analogous to any of the foregoing, 
or (viii) take any corporate action for the purpose of effecting any of the 
foregoing; (b) a proceeding or case shall be commenced, without the 
application or consent of such Person in any court of competent jurisdiction, 
seeking (i) the liquidation, reorganization, dissolution, winding up, or 
composition or readjustment of its debts, (ii) the appointment of a trustee, 
receiver, custodian, liquidator, administrator or the like of it or of all or 
any substantial part of its properties, or (iii) similar relief in respect of 
it, under any law providing for the relief of debtors and such proceeding or 
case shall continue undismissed, or unstayed and in effect, for a period of 
90 days; or an order for relief shall be entered in an involuntary case under 
the United States Bankruptcy Code against such person; or action under the 
laws of the jurisdiction of incorporation or organization of such Person 
analogous to any of the foregoing shall be taken with respect to such Person 
and shall continue unstayed and in effect for any period of 90 consecutive 
days; or (c) any event with respect to such Person occurs which, under the 
laws of any jurisdiction or any political subdivision of any jurisdiction, 
has an effect similar to any of the events referred to in subsection (a) or 
(b) above.

                                    - 7 -
<PAGE>

          SECTION 1.2    INTERPRETATION.

          1.2.1     Except as otherwise specified in this Agreement or as the 
context otherwise requires, any reference in this Agreement to any agreement, 
contract or document shall mean such agreement, contract or document and all 
schedules, exhibits, attachments, appendices and annexes thereto, as amended, 
supplemented or modified and in effect from time to time.  Unless otherwise 
stated, any reference in this Agreement to any Person shall include its 
permitted successors and assigns and, in the case of any Government Agency, 
any Person succeeding to its functions and capacities.  In addition, any term 
defined or used herein in the singular will be deemed to have the same 
meanings when used in the plural and VICE VERSA.  Any reference in this 
Agreement to any Section or Appendix means and refers to the Section 
contained in or Appendix attached to this Agreement.

          1.2.2     A reference to a specific time for the performance of an 
obligation is a reference to that time in the place where that obligation is 
to be performed.

          1.2.3     If any payment, act, matter or thing hereunder would 
occur on a day that is not a Business Day, then such payment, act, matter or 
thing will, unless otherwise expressly provided for herein, occur on the last 
prior Business Day.

          SECTION 1.3    TECHNICAL MEANINGS.  Words not otherwise defined 
herein that have well-known and generally accepted technical or trade 
meanings are used herein in accordance with such recognized meanings.

          SECTION 1.4    HEADINGS.  Headings are for reference only and do 
not form part of this Agreement.

          SECTION 1.5    INTERPRETATION.  The provisions of this Agreement 
shall be wherever possible construed as complementary rather than conflicting.

                                 SECTION 2

                           OWNER FURNISHED ITEMS

          SECTION 2.1    GENERAL.  Owner shall furnish to Operator, at 
Owner's expense, the information, services, materials and other items 
described in this Section 2.  All such items shall be made available at such 
times and in such manner as may be reasonably required for the expeditious 
and orderly performance of the Services.

          SECTION 2.2    INFORMATION.  Owner shall provide copies of the 
Facility Agreements promptly after execution thereof, as well as technical, 
operational and other Facility information reasonably available to Owner 
which are necessary for the Operator's performance of the Services.  Subject 
to the standards of performance set forth in Section 3.2, Operator shall be 
entitled to rely upon such information in the performance of its obligations 
hereunder.  In the 

                                    - 8 -
<PAGE>

event a Facility Agreement is amended, modified or supplemented or entered 
into after the Effective Date, the term "Facility Agreement" (and the 
reference to any individual such agreement) shall refer to the applicable 
agreement as so amended, modified or supplemented, or to the new Facility 
Agreement, as the case may be.

          SECTION 2.3    CARE, CUSTODY AND OPERATIONAL CONTROL.  From time to 
time, Operator, as manager of the construction of the Facility, shall keep 
Owner and Lender and Lender's technical advisor apprised of the progress 
related thereto.  At such time as Owner assumes care, custody and operational 
control of the Facility pursuant to the Construction Contract, Owner shall 
transfer, or cause to be transferred, care, custody and operational control 
of the Facility to Operator, with the time of such transfer to Operator being 
referred to herein as the "CCC Time."

          SECTION 2.4    CONTRACTOR-SUPPLIED ITEMS.  Under the Construction 
Contract, Contractor has agreed to furnish to Owner certain information and 
to provide certain services in connection with the operation of the Facility. 
Owner agrees to make available to Operator such information (which shall be 
maintained in confidence by Operator) and services, including two copies of 
all facility manuals that Contractor provides to Owner under the Construction 
Contract.  At all times prior to the CCC Time, such facility manuals shall be 
under the care and custody of Contractor, provided that Operator shall have 
access to such manuals as necessary to perform the Services.  At all times 
after the CCC Time, the facility manuals shall be under the care and custody 
of Operator, provided that Contractor shall have access to such manuals as 
necessary to perform its obligations under the Construction Contract.  Owner 
shall have access at all times to facility manuals in the possession of 
Operator.

          SECTION 2.5    OVERHAUL OF MAJOR EQUIPMENT AND CAPITAL 
IMPROVEMENTS. The performance and cost of all Major Equipment overhauls, 
capital improvements and replacements (collectively, "MAJOR MAINTENANCE") 
shall be the responsibility of Owner; PROVIDED, HOWEVER, that (i) Operator 
will immediately notify Owner in writing of any such Major Maintenance known 
by Operator to be necessary or desirable and make written recommendations and 
assist Owner in contracting and monitoring any contracts for the completion 
of such Major Maintenance, and (ii) Operator may specify the scheduling of 
any Major Maintenance so long as it is prudent to do so AND funding for such 
Major Maintenance is provided for in the Tolling Agreement or the LLC 
Agreement.

                                    - 9 -
<PAGE>

                                 SECTION 3

                        RESPONSIBILITIES OF OPERATOR

          SECTION 3.1    SCOPE OF SERVICES.  From and after the Effective 
Date, Operator will operate and maintain all aspects of the Facility and 
perform certain other duties, including managing of the construction, 
start-up and testing (as applicable) of each part of the Facility, 
bookkeeping, accounting and bill paying, as hereinafter set forth (the 
"SERVICES").  Operator shall operate and maintain the Facility in a clean, 
safe, efficient and environmentally acceptable manner.  Without limiting the 
generality of the foregoing, Operator's responsibilities shall include the 
following:

          3.1.1     PREOPERATIONAL PHASE-IN SERVICES.  During the period 
prior to the CCC Time, Operator shall perform such Services (the 
"Preoperational Phase-In Services") as Operator deems necessary or 
appropriate to operate and maintain the Facility (and each part thereof) in 
accordance with Prudent and Operating and Maintenance Practices during such 
period.

          3.1.2     OPERATIONAL PHASE SERVICES.  From and after the CCC Time, 
Operator shall be in complete charge of, and have care, custody and 
operational control over, the Facility and shall perform, in accordance with 
the provisions of this Agreement (except as expressly reserved to Owner under 
Section 2 and subject to the limitations on Operator's authority set forth in 
Section 4), all tasks necessary to operate and maintain the Facility in 
accordance with this Agreement, including (without limitation) the following: 
 (i) perform, or cause to be performed on behalf of Owner, all operation and 
maintenance of the Facility whatsoever; (ii) except as otherwise provided 
herein, supply, or cause to be supplied, all goods and materials, including 
spare parts, required to operate and maintain the Facility following 
Mechanical Completion thereof; (iii) maintain, control and store the 
Facility's inventory; (iv) perform inspections, preventive maintenance, 
predictive maintenance, and corrective maintenance; and (v) complete 
teardowns and major overhauls of Major Equipment. In addition, Operator will 
promptly notify Customer (as that term is defined in the Tolling Agreement) 
once the MDS Facility is ready to receive Feedstock and has achieved a 
Recovery Rate of at least seventy-two percent (72%).

          3.1.3     USED OR REFURBISHED EQUIPMENT.  Operator may procure used 
and/or refurbished equipment and/or parts when appropriate, provided that 
there is no Event of Default then continuing under the Note Purchase 
Agreement and provided that Operator has funding readily available for such 
purpose.  

          3.1.4     SUBCONTRACTS.  Operator may enter into subcontracts for 
certain of the Services, provided that there is no Event of Default then 
continuing under the Note Purchase Agreement and provided that Operator has 
funding readily available for such purpose. Any subcontracting of the 
Services pursuant to this Section 3.1.4 shall not relieve Operator of any of 
its duties, liabilities or obligations hereunder, in respect of the Services 
or otherwise.

                                    - 10 -
<PAGE>

          3.1.5     GENERAL.  Operator shall obtain all licenses and permits 
required to allow Operator to do business or perform the Services in the 
jurisdictions where such Services are to be performed.  Operator shall not 
permit or suffer any liens or encumbrances on the Facility arising from the 
performance of the Services.  Operator shall use all reasonable and practical 
efforts to optimize the useful life of the Facility, Facility downtime and 
Reimbursable Costs.

          SECTION 3.2    STANDARDS FOR PERFORMANCE OF THE SERVICES.  Operator 
shall perform the Services in all material respects in  accordance with (i) 
all applicable Laws, licenses, permits, approvals and standards, (ii) the 
Facility Agreements, (iii) Prudent Operating and Maintenance Practices, and 
(iv) the terms of this Agreement, and notwithstanding the foregoing, shall 
operate the MDS Facility in order to achieve and maintain a Recovery Rate of 
at least seventy-two percent (72%).

          SECTION 3.3    PERSONNEL STANDARDS.

          3.3.1     PERSONNEL.  Operator shall provide and make available as 
necessary all such labor and professional, supervisory and managerial 
personnel as are required to perform the Services.  Such personnel shall be 
qualified (including obtaining appropriate licenses) and experienced in the 
duties to which they are assigned and shall meet the requirements for 
Facility personnel in accordance with Prudent Operating and Maintenance 
Practices.  With respect to retention of personnel and related policies, 
Operator shall comply with all applicable federal and state labor and 
employment laws and shall exercise control over labor relations in a 
reasonable manner consistent with the intent and purpose of this Agreement.  
From and after the CCC Time, Operator shall retain sole authority, control 
and responsibility with respect to labor matters in connection with the 
performance of the Services.  Notwithstanding the foregoing, Operator 
acknowledges and agrees that it does not have the authority to enter into any 
contracts or collective bargaining agreements with respect to labor matters 
that purport to bind or otherwise obligate Owner.

          3.3.2     TRAINING PROGRAM.  Operator shall offer such training and 
education programs for personnel engaged in providing the Services as would 
be required by Prudent Operating and Maintenance Practices.

          3.3.3     CONSULTANTS.  The estimated hourly rates of compensation 
for individual consultants who are not employees of Operator or its 
Affiliates shall also be included in the Annual Budget.  All such 
subcontracts shall require substantially similar employment standards as 
those set forth in this Agreement as are applicable to the employees of 
Operator or its Affiliates.

          SECTION 3.4    BILLING AND PAYMENT OF INVOICES.  Operator shall 
prepare and send bills to ACS in the name and on behalf of Owner in 
accordance with the terms therefor in the Tolling Agreement and shall verify 
payments of amounts due.  Operator shall pay all charges payable under any 
applicable Facility Agreement (other than the Note Purchase Agreement).

                                    - 11 -
<PAGE>

          SECTION 3.5    FACILITY AGREEMENTS.  Operator will administer the 
Facility Agreements and shall have day-to-day operational responsibility with 
respect to such Agreements, and provided that there is no Event of Default 
then continuing under the Note Purchase Agreement, Operator shall have the 
right to exercise all rights of Owner under the Facility Agreements.  In 
connection with the foregoing, but subject to the conditions and covenants of 
the Note Purchase Agreement (and the other Financing Documents referred to 
therein), the parties understand that Operator shall have the right to make 
decisions as to the use and disposition of any contingency fund built into 
the budget for construction of the Facility, and the parties further 
understand that Operator shall exercise such right through a committee of 
senior management personnel of Operator. Operator hereby agrees that while 
performing any Services, it shall abide by the requirements of the Facility 
Agreements and shall otherwise cause Owner to be in compliance with all other 
terms contained in the Facility Agreements, including, without limitation, 
the furnishing of required information under the Note Purchase Agreement and 
the monitoring of or compliance by Owner with all covenants, restrictions and 
conditions of the Facility Agreements.  This Section 3.5 shall not be deemed 
to make Operator a party to the Facility Agreements or, except to the extent 
expressly hereinbefore provided, to impose any obligations on Operator in its 
capacity as operator hereunder.

          SECTION 3.6    APPROVALS AND PERMITS.  Operator shall review all 
Laws containing or establishing compliance requirements in connection with 
the operation and maintenance of the Facility and shall secure on behalf of 
Owner, and shall cause Owner to be in compliance with, all necessary permits, 
licenses and approvals (and renewals of the same), including those relating 
to operation of the Facility, water and sewer use, chemical and other waste 
(including Hazardous Materials), storage and disposal, and emissions testing 
and safety. Operator shall also initiate and maintain precautions and 
procedures necessary to comply with applicable provisions of all such Laws or 
other requirements, including those related to prevention of injury to 
persons or damage to property at the Facility.

          SECTION 3.7    OPERATING DATA AND RECORDS.  Operator shall prepare 
and maintain operating logs, records and reports documenting the operation 
and maintenance of the Facility.  Such operating data shall include meter and 
gauge readings with respect to both the Feedstock supplied to the Facility 
and the sugar extract, betaine and raffinate processed at the Facility, 
maintenance records and records of the water, steam and electricity used by 
the Facility. Operator shall also prepare reports and data which are related 
to the maintenance of Hazardous Materials on-site at the Facility in a manner 
complying with applicable Law, and shall maintain current revisions of the 
drawings, specifications, lists, clarifications and other materials provided 
to Operator by Owner or Contractor.  Copies of all such reports that may be 
submitted to any Government Agency by Operator shall be furnished to Owner. 
Without limiting the foregoing, Operator shall monitor the Recovery Rate of 
the MDS Facility and promptly notify owner, Lender and Lender's technical 
advisor if the Recovery Rate for any period of four (4) consecutive weeks 
falls below eighty-five percent (85%), and if requested by Owner or Lender, 
shall supply such Person with information relating to the operations of the 
MDS Facility.

                                    - 12 -
<PAGE>

          SECTION 3.8    NO LIENS OR ENCUMBRANCES.  Operator shall keep and 
maintain the Facility free and clear of all liens and encumbrances, other 
than liens permitted under the Note Purchase Agreement, resulting from any 
act of Operator under Section 4.1.3.

          SECTION 3.9    NO ACTION.  Operator shall not take any action that 
would give rise to any claim by Contractor against Owner or Operator.

          SECTION 3.10   EMERGENCY ACTION.  In the event of an emergency 
affecting the safety or protection of Persons or endangering the Facility or 
property located at the Facility, Operator shall promptly notify Owner of 
such emergency.

          SECTION 3.11   ACCESS.

          3.11.1    OWNER.  Owner, Lender and their respective agents and 
representatives shall have access at all reasonable times to the Facility, 
all Facility operations and any documents, materials and records and accounts 
relating thereto for purposes of inspection and review, PROVIDED, HOWEVER, 
that any access or inspection shall be subject to confidentiality limitations 
contained in the Note Purchase Agreement to which the Person being granted 
access is a party.  Upon the reasonable request of Owner or Owner's agents 
and representatives, Operator shall make available to such Persons and 
provide them with access to any operating data and all operating logs.

          3.11.2    COOPERATION.  During any such inspection or review of the 
Facility, Owner, Lender and their respective agents and representatives shall 
comply with all of Operator's safety and security procedures, and Owner, 
Lender and their respective agents and representatives shall conduct such 
inspection and reviews in such a manner as to cause minimum interference with 
Operator's activities.  Operator also shall cooperate with Owner in allowing 
other visitors access to the Facility under conditions that are mutually 
agreeable to the Parties.

          SECTION 3.12   RELATIONSHIP BETWEEN OWNER AND OPERATOR.  Operator 
shall at all times be deemed an independent contractor and neither it nor any 
of its employees or the employees of any of its subcontractors shall be 
considered an agent, servant or employee of Owner.  As between Owner and 
Operator, nothing in this Agreement shall be deemed to constitute any such 
party a partner, joint venturer, agent or legal representative of any other 
such party or to create a fiduciary relationship between or among such 
parties.  Operator shall be solely responsible for all matters relating to 
the payment of employees, including compliance with social security, 
withholding and all regulations governing such matters.  Operator shall be 
responsible for its own actions and those of its subordinates, employees, 
agents, subcontractors and consultants during the term of this Agreement.

                                    - 13 -
<PAGE>

                                 SECTION 4

                    LIMITATIONS ON AUTHORITY OF OPERATOR

          SECTION 4.1    GENERAL LIMITATIONS.  Notwithstanding any provision 
in this Agreement to the contrary, unless previously expressly approved in 
the applicable Annual Operating Plan or Annual Budget or otherwise expressly 
approved in writing by Owner, which approval shall not be unreasonably 
withheld, Operator shall not (and shall not permit any of its agents or 
representatives to):

          4.1.1     DISPOSITION OF ASSETS.  Sell, lease, pledge, mortgage, 
convey, or make any license, exchange or other transfer or disposition of any 
property or assets of Owner, including any property or assets acquired by 
Operator hereunder the cost of which is a Reimbursable Cost, provided that 
Operator may grant purchase money security interests in connection with the 
property or assets acquired by Operator pursuant to Section 4.1.3, subject 
only to those limits included in the Note Purchase Agreement and the other 
Facility Agreements;

          4.1.2     CONTRACT.  Subject to Section 4.2, make, enter into, 
execute, amend, modify or supplement any contract or agreement (including any 
Facility Agreement) on behalf of or in the name of Owner, unless in the 
opinion of the Owner such contract or agreement will not significantly impair 
the value or utility of the Facility or the Facility Agreements;

          4.1.3     EXPENDITURES.  Make or commit to make (or consent or 
agree to make or commit to make) any recoverable expenditure or acquire (or 
consent or agree to acquire) on a recoverable cost basis any equipment, 
materials, assets or other items, except in substantial conformity with the 
Annual Budget, Prudent Operating and Maintenance Practices, or to the extent 
that (i) ACS agrees to an adjustment in the tolling fee paid under the 
Tolling Agreement in an amount necessary to cover the costs of such 
expenditure as they became due (including any financing costs related 
thereto), or ACS obtains funding for such expenditure from some other source, 
(ii) such expenditure does not in any way impair the value of the Facility, 
its useful life or performance, or Owner's ability to perform its obligations 
under any Facility Agreement in accordance with its respective terms and 
(iii) such expenditure does not cause an Event of Default under the Note 
Purchase Agreement;

          4.1.4     OTHER ACTIONS.  Take or agree to take any other action 
that materially varies with the applicable Annual Operating Plan or Annual 
Budget;

          4.1.5     LAWSUITS AND SETTLEMENTS.   Settle, compromise, assign, 
pledge, transfer, release or consent to the compromise, assignment, pledge, 
transfer or release of, any claim, suit, debt, demand or judgment against or 
due by, Owner or Operator, the cost of which, in the case of Operator, would 
be a Reimbursable Cost hereunder, or submit any such claim, dispute or 
controversy to arbitration or judicial process, or stipulate in respect 
thereof to a judgment, or consent to do the same; or 

                                    - 14 -
<PAGE>

          4.1.6     TRANSACTIONS ON BEHALF OF OTHERS, ETC.  Engage in any 
other transaction on behalf of Owner or any other Person not permitted under 
this Agreement.

          SECTION 4.2    EXECUTION OF DOCUMENTS.  Any agreement, contract, 
notice or other document that is expressly permitted hereunder (or with 
written approval of Owner) to be executed by Operator shall, at Operator's 
option, be executed in Operator's name or in Owner's name, and shall be 
executed by any individual representative of Operator who is authorized and 
empowered by Operator to execute such documents.

                                 SECTION 5

                      PROCEDURES, PLANS AND REPORTING

          SECTION 5.1    PLANT MANAGER.  No later than the commencement of 
construction under the Construction Contract (or such other date as the 
parties may mutually agree), Operator shall appoint an individual ("PLANT 
MANAGER"), subject to approval of Owner, who will direct and manage 
Operator's resources and who will have full responsibility for all Facility 
operations and administration, as set forth in Section 3.

          SECTION 5.2    ANNUAL OPERATING PLAN AND BUDGET.

          5.2.1     BUDGET FOR PREOPERATIONAL PHASE-IN SERVICES.  Not later 
than _______________, 199_ (or such other date as the parties may mutually 
agree), Operator shall prepare and submit to Owner a proposed budget for the 
Preoperational Phase-In Services. Such budget shall include an itemized 
estimate of all Reimbursable Costs.  Owner shall promptly review Operator's 
proposed budget for Preoperational Phase-In Services and may, by written 
request, seek changes, additions, deletions and modifications to such budget. 
Owner and Operator will use their best efforts to agree upon such budget, 
which shall be approved in writing by both Parties.  Operator will use its 
best efforts to keep down Reimbursable Costs for the Preoperational Phase-In 
Services to the levels established in the agreed-upon budget therefor.  

          5.2.2     ADOPTION OF ANNUAL BUDGET AND ANNUAL OPERATING PLAN.  At 
least 3 months prior to the anticipated CCC Time, and 60 days prior to the 
beginning of each Operating Year thereafter, Operator shall prepare and 
submit to Owner a proposed annual budget for such year, established on a 
monthly basis, which shall include a separate operating budget and capital 
budget and shall set forth anticipated operations, repairs and capital 
improvements (including Major Maintenance), routine maintenance and overhaul 
schedules, procurement (including equipment acquisitions and spare parts and 
consumable inventories indicating a breakdown of capital items and expense 
items), staffing, personnel and labor activities (including unit rates for 
labor and holidays to be observed), administrative activities, data regarding 
other work proposed to be undertaken by Operator and regarding expected 
environmental performance, together with an itemized estimate, in detail 
reasonably acceptable to Owner, of all Reimbursable Costs to be incurred in 
connection therewith (the "ANNUAL BUDGET").  Such Annual Budget shall be 
accompanied by an annual operating plan setting forth the underlying 
assumptions 

                                    - 15 -
<PAGE>

and implementation plans in connection with the Annual Budget ("ANNUAL 
OPERATING PLAN"); provided that the Annual Operating Plan with respect to the 
MDS Facility will provide that the MDS Facility operate at all times at a 
Recovery Rate of not less than seventy-two percent (72%).  Owner shall 
promptly review Operator's proposed Annual Budget and Annual Operating Plan 
and shall either approve them or may, by written request, require changes, 
additions, deletions and modifications.  Owner and Operator will use their 
best efforts to agree upon a final Annual Budget and Annual Operating Plan by 
30 days prior to such Operating Year.  Owner's approval of the Annual Budget 
and Annual Operating Plan shall not be unreasonably withheld.  Such final 
Annual Budget and Annual Operating Plan shall remain in effect throughout the 
applicable Operating Year, subject to such other updating, revision and 
amendment as may be proposed by either Party and consented to in writing by 
the other Party. 

          Any actions proposed under the Annual Operating Plan shall be 
consistent with  Operator's obligations set forth herein.  Operator shall 
notify Owner as soon as reasonably possible of any material deviations or 
discrepancies from the projections contained in the Annual Operating Plan.

          If an event of Force Majeure occurs which results in increased 
costs to Operator, Operator shall be entitled to an adjustment in the Annual 
Budget reflecting the reasonable value of any such increased costs from such 
event.  In the case of an event of Force Majeure which results in decreased 
costs to Operator, Owner shall be entitled to an adjustment in the Annual 
Budget reflecting the reasonable value of any such decreased costs from such 
event.

          5.2.3     ANNUAL REPORTS.  As soon as available, and in any event 
within 90 days after the end of each Operating Year, Operator shall submit to 
Owner an annual report certified by the Chief Financial Officer of Operator 
describing all of the Facility operations for such Operating Year and 
presenting a comparison of such Facility operations with the budget set forth 
in the Annual Operating Plan and Annual Budget for such Operating Year and 
with those obtained for the preceding Operating Year, if any.  Within 30 days 
after the submission of each annual report, the Plant Manager shall meet with 
Owner to review and discuss the report and to report upon any other aspects 
of the Facility operations that Owner may request. 

          5.2.4     LITIGATION; PERMIT LAPSES.  Upon obtaining knowledge 
thereof, Operator shall submit prompt written notice to Owner of: (i) any 
litigation, claims, disputes or actions, threatened or filed, concerning the 
Facility or the Services to be performed hereunder; (ii) any refusal or 
threatened refusal to grant, renew or extend or any action pending or 
threatened that might affect the granting, renewal or extension of any 
license, permit, approval, authorization or consent; (iii) any dispute with 
any Government Agency; (iv), all penalties or notices of violation issued by 
any Government Agency; and (v) any breach or contravention of any applicable 
Law, permit, license or approval; which in each case might have a material 
adverse effect on the operation or maintenance of the Facility.

          5.2.5     OTHER INFORMATION.  Operator shall promptly submit to 
Owner any material information concerning new or significant aspects of the 
Facility operations and, upon 

                                    - 16 -
<PAGE>

Owner's reasonable request, shall promptly submit any other information 
concerning the Facility or its Services.  Such information may include any 
information and certifications reasonably required by any Lender.

          5.2.6     RECORDS RETENTION.  Operator shall retain and preserve 
all records, reports, documents and data, including all data retrievable from 
an electronic data storage source, created in connection with the operation 
and maintenance of the Facility in accordance with its normal document 
retention policy.

                                 SECTION 6

                          COMPENSATION AND PAYMENT

          SECTION 6.1    COMPENSATION.  As compensation to Operator for the 
performance of the Services, Owner shall pay Operator, in the manner and at 
the times specified in this Section 6, all Reimbursable Costs all as further 
described herein to the extent Owner has recovered all amounts due under the 
Tolling Agreement.

          SECTION 6.2    REIMBURSABLE COSTS.  Owner shall reimburse Operator 
for certain reasonable costs ("REIMBURSABLE COSTS") incurred in the 
performance of the Services and in accordance with Operator's established 
policies, practices and rates then in effect for allocating such costs to 
other unrelated parties. Such Reimbursable Costs shall include:

          6.2.1     PAYROLL AND RELATED PERSONNEL COSTS.

          (a)  Payroll costs and related expenses incurred by Operator for 
     home office employees in accordance with its established personnel 
     policies (including all salaries and wages of personnel engaged in 
     and directly related to the performance of the Services hereunder) 
     and Operator's then current established rate for payroll additives; and

          (b)  Payroll costs and related expenses incurred by Operator for 
     employees assigned to the Facility site in accordance with its 
     established personnel policies (including all salaries and wages of 
     personnel involved directly in the performance of the Services 
     hereunder) and Operator's then current established rate for payroll 
     additives.

          6.2.2     OUT-OF-POCKET COSTS AND RATES.  All out-of-pocket costs 
and rates incurred in the performance of the Services, regardless of whether 
the Services are rendered at the Facility Site or at Operator's home office, 
but which costs and rates are not included as part of the payroll costs and 
expenses described above.

          6.2.3     MANNER AND TIMES OF PAYMENT OF REIMBURSABLE COSTS.  Not 
later than the beginning of each Operating Year, Operator will prepare and 
deliver to Owner a budget indicating the projected Reimbursable Costs for 
such Operating Year.  Operator will also, on a quarterly basis, review and 
(if requested by Owner) prepare and deliver to Owner a revised budget 

                                    - 17 -
<PAGE>

for the remainder of the Operating Year, indicating the projected 
Reimbursable Costs for the remainder of the Operating Year.  On a monthly 
basis, Operator will submit to Owner an invoice for the Reimbursable Costs 
paid or incurred by Operator during the preceding month.  Owner shall pay to 
Operator the amount set forth on each monthly invoice on the Payment Date (as 
that term is defined in the Tolling Agreement) occurring not less than 30 
days after receipt of the invoice.  

          6.2.4     ADJUSTMENTS AND CONDITIONS.  Notwithstanding the payment 
of any amount pursuant to the foregoing provisions, no payment made pursuant 
to the foregoing provisions shall be considered as approval or acceptance of 
the Services performed hereunder and Owner shall remain entitled to conduct a 
subsequent audit and review of all Reimbursable Costs incurred by Operator 
and paid by Owner hereunder for a period of [3] years from and after the 
close of the Operating Year in which such Reimbursable Costs were incurred.  
If, pursuant to such audit and review, it is determined that any amount 
previously paid by Owner did not constitute a due and payable item of 
Reimbursable Costs, Owner may recover such amount from Operator or deduct or 
cause to be deducted such amount from any payment that thereafter may become 
due to Operator.

                                 SECTION 7

                                    TERM

          SECTION 7.1    TERM.  The term of this Agreement shall commence on 
the Effective Date and continue for a period equal to the longer of (i) 12 
years, and (ii) the term of the Tolling Agreement (including any extensions 
thereto). Notwithstanding the foregoing, this Agreement is subject to earlier 
termination pursuant to Sections 7.2 and 7.3.

          SECTION 7.2    TERMINATION BY OWNER.  Owner shall be permitted to 
terminate this Agreement if any of the following events occur:  (i) a 
voluntary Winding-Up of Operator; (ii) an Event of Default has occurred under 
the Note Purchase Agreement; or (iii) the Tolling Agreement terminates.  
Promptly after the date of termination, Operator shall be paid for the 
Services rendered by Operator through such termination date, including all 
fees earned through the date of termination but not paid through such date.  
Except as expressly provided in this Section 7.2, Owner shall not be liable 
for any costs incident to termination in the case of any termination under 
the foregoing clauses.

          SECTION 7.3    TERMINATION BY OPERATOR.  Operator shall be 
permitted to terminate this Agreement if any of the following events occur:  
(i) a payment default by Owner that is not cured within 180 days after the 
date on which such payment is due provided Owner has received written notice 
of such default and has received payment in full from ACS of all tolling fees 
due and owing under the Tolling Agreement; (ii) a Winding-Up of Owner; (iii) 
a material default by Owner of any other obligation under this Agreement 
after written notice by Operator, provided Owner shall have up to 180 days to 
cure such other default or make substantial progress (in the reasonable 
opinion of Operator) towards cure if the default is capable of being cured; 
or (iv) the 

                                    - 18 -
<PAGE>

Tolling Agreement terminates. Operator shall provide Owner with written 
notice of its intent to terminate the Agreement pursuant to Sections 7.3(ii), 
(iii) or (iv) no later than 120 days prior to the date of termination.

          SECTION 7.4    FACILITY CONDITION AT END OF TERM.  Upon expiration 
or termination of this Agreement, Operator shall remove its personnel from 
the Facility.  Operator shall leave the Facility in as good condition as at 
Owner Acceptance, normal wear and tear excepted, and with the equivalent 
supply of spare parts and any other operating items (other than items for 
which Owner is responsible) as were provided by Owner to Operator at the CCC 
Time, or such modified supply thereof as has been approved by Owner (and 
shall be reimbursed for all Reimbursable Costs incurred in connection 
therewith).  All special tools, improvements, inventory of supplies, spare 
parts, safety equipment (in each case as provided to or obtained by or 
provided by Operator during the term of this Agreement) and any other items 
furnished on a Reimbursable Cost basis under this Agreement will be left at 
the Facility and will become or remain the property of Owner without 
additional charge.  Owner shall also have the right, in its sole discretion, 
to directly assume and become liable for any contracts or obligations that 
Operator may have undertaken with third parties in connection with the 
Services.  Operator shall execute all documents and take all other reasonable 
steps requested by Owner that may be required to assign to and vest in Owner 
all rights, benefits, interests and title in connection with such contracts 
or obligations; PROVIDED, HOWEVER, that Owner shall indemnify and hold 
harmless Operator for all liabilities arising out of events and obligations 
thereunder arising after the date of any such assumption.

                                 SECTION 8

                                 INSURANCE

          SECTION 8.1    GENERAL.  The provisions of this Section 8 do not 
modify or change or abrogate any responsibility of Operator stated elsewhere 
in this Agreement or any other Facility Agreement.  Owner assumes no 
responsibility for the solvency of any insurer or the failure of any insurer 
to settle any claim.  A summary of certain provisions of Operator's and 
Owner's policies are set forth below.  

          SECTION 8.2    OPERATOR INSURANCE.  Operator shall obtain and 
maintain as a Reimbursable Cost hereunder (including any applicable 
deductibles (subject to Section 8.6), any net premiums after dividends and/or 
retrospective premiums and any losses in excess of insurance coverage) the 
insurance set forth with respect to the Operator set forth in Schedule VI to 
the Note Purchase Agreement.

          SECTION 8.3    CERTIFICATES; PROOF OF LOSS.  On or before the 
required date for the insurance to be provided hereunder, Operator shall 
furnish certificates of insurance to the Owner evidencing the insurance 
required hereunder.  The Party maintaining each insurance policy hereunder 
shall make proofs of loss under each such policy and shall take all other 
action reasonably required to ensure collection from insurers for any loss 
under any such policy. 

                                    - 19 -
<PAGE>

Operator shall provide Owner with copies of the insurance policies obtained 
by it promptly upon receipt thereof.

          SECTION 8.4    DEDUCTIBLES.  Except as provided herein, Owner shall 
be liable for the payment of all deductibles on insurance policies obtained 
pursuant to Section 8.2.  In the event of a claim under a policy described in 
Section 8.2 that is attributable to Operator's (including its employees' or 
agents') negligence or willful misconduct, Operator shall be liable for the 
payment of such deductible.  In the event that a claim under a policy of 
comprehensive general liability insurance covering personal injury or 
property damage to third parties is attributable to the negligence or willful 
misconduct of Owner and Operator, to the extent Operator would otherwise be 
liable for the payment of deductible hereunder, Owner and Operator shall be 
responsible for that portion of the deductible that would be assigned to it 
under a comparative negligence standard.

                                 SECTION 9

                             INDEMNIFICATION

          SECTION 9.1    BY OPERATOR.  

          9.1.1     GENERAL INDEMNITY.  Subject to the provisions of Section 
10, Operator shall indemnify, defend and hold harmless the Owner Indemnified 
Parties from and against any and all suits, actions, liabilities, legal 
proceedings, claims, demands, losses, costs and expenses of whatsoever kind 
or character, including reasonable attorneys' fees and expenses, for injury 
or death of persons or physical loss of or damage to property of Persons 
arising from Operator's (including its employees' or agents') negligence or 
willful misconduct in connection with performance of the Services or any 
other matter related to its obligations hereunder.

          9.1.2     INDEMNITY FOR VIOLATION OF LAW.  Operator shall also 
indemnify, defend and hold harmless the Owner Indemnified Parties from and 
against any and all regulatory penalties or fines (other than Environmental 
Claims which shall be governed by Section 10), and reasonable expenses 
(including attorneys' fees and expenses) arising from Operator's violation of 
any Law, license, permit, or government approval.

          9.1.3     INDEMNITY FOR PATENT INFRINGEMENT.  If any of the 
Services would infringe upon any patent, trademark or copyright or would 
involve the unauthorized use of a third Person's trade secrets, Operator 
agrees to render consultation, assistance and modifications to the Services 
as necessary to avoid such infringement or unauthorized use.  If any Owner 
Indemnified Party is charged with infringement or unauthorized use by reason 
of the Services or of the operation or sale of the Facility, Operator agrees 
to fully defend and indemnify that Owner Indemnified Party from any and all 
suits, actions, legal proceedings, claims, demands, losses, costs and 
expenses and shall settle such claim, action, proceeding or suit (at 
Operator's expense) without impairing the operation of the Facility.

                                    - 20 -
<PAGE>

          9.1.4     COSTS.  It is understood and agreed by the Parties that 
any costs or expenses incurred by Operator pursuant to its indemnity 
obligations under this Section 9.1 shall not constitute Reimbursable Costs.

          SECTION 9.2    BY OWNER.  

          9.2.1     GENERAL INDEMNITY.  Subject to the provisions of Section 
10, Owner shall indemnify, defend and hold harmless the Operator Indemnified 
Parties from and against any and all suits, actions, liabilities, legal 
proceedings, claims, demands, losses, costs and expenses of whatsoever kind 
or character, including reasonable attorneys' fees and expenses, for injury 
or death of persons or physical loss of or damage to property of Persons and 
entities other than Operator arising from Owner's (including its employees or 
agents) negligence or willful misconduct in connection with the performance 
of its obligations hereunder.

          9.2.2     INDEMNITY FOR VIOLATION OF LAW.  Owner shall also 
indemnify, defend and hold harmless the Operator Indemnified Parties from and 
against any and all regulatory penalties or fines (other than any 
Environmental Claims which shall be governed by Section 10), and reasonable 
expenses (including attorneys' fees and expenses) arising from Owner's 
violation (other than through any breach of Section 9.1.2) of any Law, 
license, permit, or government approval.

          SECTION 9.3    COOPERATION REGARDING CLAIMS.  If any Party hereto 
(each an "INDEMNIFIED PARTY") shall receive notice or have knowledge of any 
claim that may result in a claim for indemnification by such Indemnified 
Party against a Party pursuant to Section 9 or 10, such Indemnified Party 
shall, as promptly as possible, give the indemnifying Party notice of such 
claim, including a reasonably detailed description of the facts and 
circumstances relating to such claim, and a complete copy of all notices, 
pleadings and other papers related thereto, and in reasonable detail the 
basis for its potential claim for indemnification with respect thereto; 
PROVIDED that failure promptly to give such notice or to provide such 
information and documents shall not relieve the indemnifying Party from the 
obligation hereunder to respond to or to defend the Indemnified Party failing 
to give such notice against such claim. The Party against whom 
indemnification is claimed shall, upon its acknowledgment in writing of its 
obligation to indemnify the Indemnified Party seeking indemnification and for 
Owner, subject to the rights of Lender, be entitled to assume the defense or 
to represent the interests of the Indemnified Party seeking indemnification 
in respect of such claim, which shall include the right to select and direct 
legal counsel and other consultants, appear in proceedings on behalf of such 
Indemnified Party and to propose, accept or reject offers of settlement, all 
at its sole cost.

                                    - 21 -
<PAGE>

                                  SECTION 10

                          LIABILITIES OF THE PARTIES

          SECTION 10.1   LIMITATIONS OF LIABILITY.  Notwithstanding any 
provision herein to the contrary, neither Party nor any of their respective 
partners, officers, directors, agents, subcontractors, vendors or employees 
shall be liable hereunder for consequential or indirect loss or damage, loss 
of profit and anticipated revenues, cost of capital, loss of goodwill, 
increased operating costs or any other special or incidental damages.  The 
Parties further agree that the waivers and disclaimers of liability, 
indemnities, releases from liability, and limitations on liability expressed 
herein shall survive termination or expiration of this Agreement, and shall 
apply at all times, whether in contract, equity, tort or otherwise, 
regardless of the fault, negligence (in whole or in part), strict liability, 
breach of contract or breach of warranty of the Party indemnified, released 
or whose liabilities are limited, and shall extend to the partners, 
shareholders, principals, directors, officers and employees, agents and 
related or affiliated entities of such Party, and their partners, 
shareholders, principals, directors, officers and employees.

          SECTION 10.2   ENVIRONMENTAL LIABILITY.

          10.2.1    DURING TERM OF AGREEMENT.  Operator shall be solely 
responsible for all  Environmental Claims directly or indirectly related to 
or arising out of the actual or alleged existence, generation, use, 
collection, treatment, storage, transportation, recovery, removal, discharge 
or disposal of Hazardous Materials at the Facility (or any part thereof) 
and/or adjacent areas during the term of this Agreement.  Operator shall 
defend, indemnify and hold Owner harmless against all such Environmental 
Claims.

          10.2.2    AFTER TERMINATION OF AGREEMENT.  Owner shall be solely 
responsible for all Environmental Claims directly or indirectly related to or 
arising out of the actual or alleged existence, generation, use, collection, 
treatment, storage, transportation, recovery, removal, discharge or disposal 
of Hazardous Materials at the MDS Facility and/or adjacent areas arising 
after termination of this Agreement.  Owner shall defend, indemnify and hold 
Operator harmless against all such Environmental Claims.

          SECTION 10.3   LIMITATION OF OWNER'S LIABILITY.  Notwithstanding 
anything to the contrary herein, it is specifically understood and agreed 
that there shall be absolutely no personal liability or recourse for the 
payment of any amounts due hereunder, or the performance of any obligations 
hereunder against any employee, partner, shareholder, officer or director, 
whether past, present or future, of Owner, any direct or indirect parent 
corporation or any Affiliate thereof, and Operator shall look solely to Owner 
and its assets for the satisfaction of each and every remedy of Operator in 
the event of any breach by Owner; PROVIDED, HOWEVER that nothing herein shall 
relieve any of the foregoing Persons from liability for such Person's willful 
misconduct or gross negligence.  

                                    - 22 -
<PAGE>

          SECTION 10.4   LIMITATION OF OPERATOR'S LIABILITY.  Subject to 
Section 10.2.2, Operator's liability hereunder shall be limited as follows:  
Unless an independent technical engineer, selected in Owner's sole discretion 
with the consent of the Lenders has determined that any loss or damage to the 
Facility or failure of the Facility to process Feedstock has resulted 
directly from mechanical or technical failure, Operator shall be deemed, for 
purposes of this Agreement and each other Facility Agreement, to have caused 
any such loss or damage to, or failure of, the Facility, or any property in 
its care or custody. Notwithstanding the immediately preceding sentence, the 
amount in Dollars of Operator's liability for any loss of or damage to the 
Facility, or any other property in the care, custody or control of Operator 
(including loss or damage to spare parts and materials) shall be limited to 
the proceeds of the insurance described in Section 8 unless such loss or 
damage arises through the gross negligence or willful misconduct of the 
Operator, its employees or its agents.

                                  SECTION 11

                            TITLE, DOCUMENTS AND DATA

          SECTION 11.1   MATERIALS AND EQUIPMENT.  Title to all materials, 
equipment, supplies, consumables, spare parts and other items purchased or 
obtained by Operator on a Reimbursable Cost basis hereunder shall pass 
immediately to and vest in Owner upon the passage of title from the vendor or 
supplier thereof; PROVIDED, HOWEVER, that such transfer of title shall in no 
way affect any of Operator's other obligations set forth herein.

          SECTION 11.2   PROPRIETARY INFORMATION.  Where materials or 
documents prepared or developed by Operator or its employees, representatives 
or contractors contain proprietary or technical information, systems, 
techniques, or know-how previously known to Operator or its contractors or 
previously acquired by Operator or its contractors from third parties, 
Operator or its contractors shall have the unrestricted right to use or 
dispose of such information, systems, techniques, or know-how as they see 
fit; PROVIDED, HOWEVER, that Owner shall have the right to utilize the same 
to the extent that it relates to the Facility without cost to Owner.  All 
such materials and documents, together with any materials and documents 
furnished to Operator or to its contractors by Owner, shall be delivered to 
Owner upon expiration or termination of this Agreement and before final 
payment is made to Operator; PROVIDED that Operator may retain and use copies 
of all such materials and documents prepared by Operator.

          SECTION 11.3   REVIEW BY OWNER.  In addition, all such materials 
and documents shall be available for review by Owner at all reasonable times 
during development and promptly upon completion. 

                                    - 23 -
<PAGE>

                                  SECTION 12

                        REPRESENTATIONS AND WARRANTIES

          SECTION 12.1   OPERATOR REPRESENTATIONS AND WARRANTIES.  Operator 
represents and warrants to Owner that:

          12.1.1    OPERATOR QUALIFIED AND EXPERIENCED.  Operator is fully 
experienced and properly licensed, equipped, and in all ways competent and 
qualified to perform all aspects of the Services in accordance with the terms 
set forth herein.

          12.1.2    COMPLIANCE WITH FACILITY AGREEMENT.  Operator will not 
take any action that would cause a default under any Facility Agreement.

          12.1.3    INCORPORATION AND GOOD STANDING.  Operator is a 
cooperative corporation duly incorporated, validly existing and in good 
standing under the laws of Minnesota.

          12.1.4    ENFORCEABILITY.  This Agreement constitutes the legal, 
valid and binding obligation of Operator, enforceable against Operator in 
accordance with its terms, except as enforceability may be limited by (i) 
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws 
affecting the rights of creditors generally and (ii) general principles of 
equity.

          12.1.5    DUE AUTHORIZATION.  The execution, delivery and 
performance of this Agreement by Operator has been duly authorized by all 
requisite corporate action and will not conflict with any provisions of any 
Law, or any agreement or instrument to which it is a party or by which it, 
its property or assets may be bound or affected.

          12.1.6    LICENSES.  Operator is the holder of all necessary 
governmental consents, approvals, licenses, permits or other authorizations 
required to operate or conduct its business as contemplated herein.

          12.1.7    GOVERNMENT APPROVALS.  Neither the execution and delivery 
by Operator of this Agreement, nor the consummation by Operator of any of the 
transactions contemplated hereby, requires the consent or approval of, the 
giving of notice of to, the registration with, the recording or filing of any 
document with, or the taking of any other action in respect of any Government 
Agency, except those which have been duly obtained and are in full force and 
effect or not yet required, but which Operator believes will be readily 
obtainable in the ordinary course of business upon due application therefor.

          12.1.8    LEGAL REQUIREMENTS.  Operator is aware of all the legal 
requirements and business practices that must be followed in performing the 
Services and the Services will conform with such requirements and practices 
and be in compliance with all Laws, necessary government 

                                    - 24 -
<PAGE>

approvals, permits and licenses, Prudent Operating and Maintenance Practices 
and manufacturer's specifications and guidelines.

          12.1.9    FINANCIAL CONDITION.  Operator is financially solvent, 
able to pay its debts as they mature and possessed of sufficient working 
capital to complete its obligations under this Agreement.

          12.1.10   LITIGATION.  Operator is not a party to any legal, 
administrative, arbitral, investigatorial or other proceeding or controversy 
pending, or to the best of its knowledge, threatened, that would adversely 
affect its ability to perform its obligations hereunder.

          12.1.11   INTELLECTUAL PROPERTY RIGHTS.  Operator holds, or is 
expressly authorized under all patent, copyright or trademark rights, 
licenses, franchises and other intellectual property necessary to perform the 
Services for the term hereof.  Operator shall pay any royalties and license 
fees associated with all such proprietary rights for the full term hereof.

          SECTION 12.2   OWNER REPRESENTATIONS AND WARRANTIES.  Owner 
represents and warrants to Operator that:

          12.2.1    INCORPORATION AND GOOD STANDING.  Owner is a limited 
liability company validly existing and in good standing under the laws of the 
State of Delaware.

          12.2.2    ENFORCEABILITY.  This Agreement constitutes the legal, 
valid and binding obligation of Owner, enforceable against Owner in 
accordance with its terms, except as enforceability may be limited by (i) 
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws 
affecting the rights of creditors generally and (ii) general principles of 
equity.

          12.2.3    DUE AUTHORIZATION.  The execution, delivery and 
performance of this Agreement by Owner has been duly authorized by all 
requisite corporate action and will not conflict with any provisions of any 
Law, or any agreement or instrument to which it is a party or by which it, 
its property or assets may be bound or affected.

          12.2.4    LICENSES.  From Owner Acceptance, Owner will hold all 
necessary governmental consents, licenses, permits or other authorizations 
required to own and operate the Facility.

          12.2.5    GOVERNMENT APPROVALS.  Neither the execution and delivery 
by Owner of this Agreement, nor the consummation by Owner of any of the 
transactions contemplated hereby, requires the consent or approval of, the 
giving of notice of to, the registration with, the recording or filing of any 
document with, or the taking of any other action in respect of any Government 
Agency, except those which have been duly obtained and are in full force and 
effect or not yet required, but which Owner believes will be readily 
obtainable in the ordinary course of business upon due application therefor.

                                    - 25 -
<PAGE>

          12.2.6    FINANCIAL CONDITION.  Owner is financially solvent, able 
to pay its debts as they mature and possessed of sufficient working capital 
to complete its obligations hereunder.

          12.2.7    LITIGATION.  Owner is not a party to any legal, 
administrative, arbitral, investigatorial or other proceeding or controversy 
pending, or to the best of its knowledge, threatened, that would adversely 
affect its ability to perform its obligations hereunder.

                                  SECTION 13

                                FORCE MAJEURE

          SECTION 13.1   EXCUSED PERFORMANCE.  Except for the obligation to 
make payments for the Services actually rendered hereunder, either Party 
shall be excused from performance and shall not be considered to be in 
default in respect to any obligation hereunder, if failure of performance 
shall be due to an event of Force Majeure.  Any increased costs or other 
adverse economic consequences that may be incurred through the performance of 
such obligations of the Parties hereto shall not constitute an event of Force 
Majeure nor shall it relieve such Party of any of its obligations hereunder.

          SECTION 13.2   NOTICE OF FORCE MAJEURE.  If either Party's ability 
to perform its obligations hereunder is affected by an event of Force 
Majeure, such Party shall promptly, upon learning of such event of Force 
Majeure and ascertaining that it will affect its performance hereunder, give 
notice to the other Party within 15 Business Days of its discovery stating 
the nature of the event, its anticipated duration and any action being taken 
to avoid or minimize its effect.  The burden of proof shall be on the Party 
asserting excuse from performance due to such event of Force Majeure.

          SECTION 13.3   SCOPE.  The suspension of performance shall be of no 
greater scope and no longer duration than that which is absolutely necessary. 
The excused Party shall use its reasonable best efforts to remedy its 
inability to perform.  

          SECTION 13.4   STRIKES.  Strikes and lockouts are events of Force 
Majeure and settlement thereof shall be wholly within the discretion of the 
Party whose employees are on strike or locked out. 

                                  SECTION 14

                           CONFIDENTIAL INFORMATION

          SECTION 14.1   NON-DISCLOSURE.  Each Party agrees to hold in 
confidence any information imparted to it by the other Party which pertains 
to Owner's or Operator's business activity in any manner, and which is not 
the subject of general public knowledge, including, without limitation, 
proprietary processes, technical information and know-how, information 
concerning Owner's other projects, management policies, economic policies, 
financial and other 

                                    - 26 -
<PAGE>

data and the like.  This obligation shall continue to remain in full force 
and effect for the term hereof plus an additional 5 years thereafter.  The 
preceding non-disclosure requirements shall not apply to:

          (i)  information furnished without restriction by one Party prior 
               to the Effective Date;

          (ii) information in the public domain; or

         (iii) information obtained by one Party from a third Person not
               under an obligation of non-disclosure to Owner or Operator,
               as the case may be.

          SECTION 14.2   DISCLOSURE TO GOVERNMENT AGENCY.  Either Party may 
disclose any such information to the extent that such Party is required by 
any Government Agency to make such disclosure.  In addition, Owner may 
disclose such information to the extent that such disclosure is required by 
Lender, any prospective Lender, independent engineer, any supplier to the 
Facility and any Person providing any type of interconnection services to the 
Facility.

                                  SECTION 15

                           MISCELLANEOUS PROVISIONS

          SECTION 15.1   ASSIGNMENT.  This Agreement shall not be assignable 
by either Party without the prior written consent of the other Party, which 
consent shall not be unreasonably withheld.  Notwithstanding the foregoing, 
this Agreement may be assigned to Lender as security for Lender's financing 
of the Facility and, upon prior written notice to Operator: (i) to the 
successor of Owner, (ii) to a Person acquiring all or a controlling interest 
in the business assets of Owner, (iii) to a wholly-owned subsidiary of Owner, 
or (iv) in connection with a sale or transfer of the Facility by Lender; 
PROVIDED that any such assignment (except pursuant to paragraph (iv)) shall 
not relieve the assigning Party of any of its obligations under this 
Agreement; PROVIDED FURTHER that any such assignment shall be void and of no 
effect if purported to be made to any Person who is a direct or indirect 
competitor of Operator.  

          SECTION 15.2   ENTIRE AGREEMENT AND AMENDMENTS.  This Agreement 
embodies the entire agreement between the Parties relating to the subject 
matter hereof.  The Parties shall not be bound by or liable for any documents 
proposed or submitted prior to the date of this Agreement and not 
incorporated in this Agreement (by reference or otherwise), or for any 
statement, representation, promise, inducement or understanding of any kind 
or nature relating to the Services or any other matter covered by this 
Agreement which is not set forth or provided for herein.  This Agreement 
shall be binding upon and shall inure to the benefit of the successors and 
permitted assigns of the Parties.  No changes, amendments or modifications of 
any of the terms or conditions of this Agreement shall be valid unless set 
forth in writing and signed by each of the Parties.

                                    - 27 -
<PAGE>

          SECTION 15.3   SURVIVAL.  Notwithstanding any provisions herein to 
the contrary, the obligations set forth in Sections 6, 7, 9, 10 and 14 and 
the limitations on liabilities set forth in Section 10 shall survive in full 
force the expiration or termination of this Agreement.

          SECTION 15.4   SEVERABILITY.  Any provision of this Agreement which 
is prohibited or unenforceable in any jurisdiction shall, as to such 
jurisdiction, be ineffective to the extent of such prohibition or such 
unenforceability and shall not invalidate the enforceable portions of such 
provision or the remaining provisions of this Agreement or affect the 
validity or enforceability of any such provision in any other jurisdiction.  
Except as otherwise provided for herein, the remedies expressly afforded 
hereunder to Owner and Operator, respectively, are in addition to any other 
remedies provided at Law or in equity.

          SECTION 15.5   WAIVER.  None of the provisions of this Agreement 
shall be considered waived by a Party unless such waiver is in writing and 
signed by such Party.  No Waiver shall be construed as a modification of any 
of the provisions of this Agreement or as a waiver of any default (present or 
future) hereunder or breach hereof, except as expressly stated in such waiver.

          SECTION 15.6   NOTICES.  All notices required or permitted under 
this Agreement shall be in writing and shall be hand-delivered or sent by 
certified or registered mail, return receipt requested, facsimile or 
commercial delivery subject to written record of receipt, to Owner or 
Operator, as the case may be, at their respective addresses set forth below, 
or to such other addresses as may be designated by notice given as herein 
required.  All notices shall be effective upon first receipt as evidenced by 
written record of delivery or confirmation of transmission.

          OWNER:         c/o American Crystal Sugar Company
                         101 North 3rd Street
                         Moorhead, MN  56560-1990

                         Attention:
                         Telephone: 
                         Telecopy: 

          OPERATOR:      American Crystal Sugar Company
                         101 North 3rd Street
                         Moorhead, MN  56560-1990

                         Attention:  
                         Telephone:  
                         Telecopy:  

          SECTION 15.7   GOVERNING LAW.  This Agreement shall be governed by 
and construed in accordance with the laws of Minnesota, other than its 
conflict of laws principles.

          SECTION 15.8   FURTHER ASSURANCES.  If either Party reasonably 
determines that any further instruments or any other acts or things are 
necessary or desirable to carry out the terms of 

                                    - 28 -
<PAGE>

this Agreement, the other Party will execute and deliver all such instruments 
and assurances and do all such things as the first Party reasonably deems 
necessary or desirable to carry out the terms of this Agreement (at the cost 
of the first Party).

          SECTION 15.9   SET-OFF.  Owner may, but shall be under no 
obligation, at any time to set off any and all sums due from Owner to 
Operator against sums due to Owner from Operator hereunder or under any of 
the Facility Agreements. Operator may not at any time set off any sums 
payable by it to Owner under this Agreement.

          SECTION 15.10  COOPERATION IN FINANCING.  Notwithstanding any 
provision to the contrary, Operator agrees to cooperate with Owner in the 
negotiation and upon Operator's approval, execution, of any reasonable 
amendment, modification or addition to this Agreement required by Lender, 
which does not result in a material adverse change in Operator's rights or 
obligations hereunder.  Operation will cooperate with Lender and will execute 
and deliver all documents requested by Lender to protect its interests under 
any Loan Agreement.

          SECTION 15.11  NO THIRD PERSON RIGHTS.  This Agreement is not for 
the benefit of any Person other than the Parties and Lender, and no other 
Person shall be deemed to be a third party beneficiary hereof or entitled to 
any benefits hereunder.

          SECTION 15.12  DOLLARS.  All payments made to be made by either 
Party to the other hereunder shall be in Dollars.

          SECTION 15.13  COUNTERPARTS.  This Agreement may be executed in 
more than one counterpart, each of which shall be deemed to be an original.


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                                    - 29 -
<PAGE>

     IN WITNESS WHEREOF, the Parties have executed this Operation and 
Maintenance Agreement as of the date first written above.

     OWNER:

     CRYSTECH, LLC

     By: /s/ Marcus F. Richardson
         ------------------------------------

     Name: MARCUS F. RICHARDSON
          -----------------------------------

     Title: Chairman
           ----------------------------------

     OPERATOR:

     AMERICAN CRYSTAL SUGAR COMPANY

     By: /s/ Sam S. M. Wai
         ------------------------------------

     Name: SAM S. M. WAI
          -----------------------------------

     Title: Assist. Treasurer
           ----------------------------------

                                    - 30 -