<PAGE>

     CONFIDENTIAL TREATMENT REQUESTED.
     CERTAIN PORTIONS HAVE BEEN 
     OMITTED AND HAVE BEEN SEPARATELY 
     FILED WITH THE COMMISSION.



                     LIMITED LIABILITY COMPANY AGREEMENT 
                                      OF 
                                CRYSTECH, LLC


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>                                                                          <C>
I.     DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

II.    ORGANIZATIONAL AND MEMBERSHIP MATTERS . . . . . . . . . . . . . . . . . 4

       2.1    Office and Agent . . . . . . . . . . . . . . . . . . . . . . . . 4
       2.2    Purposes and Powers. . . . . . . . . . . . . . . . . . . . . . . 4
       2.3    Members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
       2.4    Membership Interests . . . . . . . . . . . . . . . . . . . . . . 5
       2.5    Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

III.   CAPITAL CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 5

       3.1    Initial Capital Contributions of Members . . . . . . . . . . . . 5
       3.2    Additional Capital Contributions of Members. . . . . . . . . . . 6
              (a)  Voluntary Additional Capital Contributions of Members . . . 6
              (b)  No Required Additional Capital Contributions of Members . . 6
       3.3    Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . 6
       3.4    Transferee Succeeds to Transferor's Capital Account. . . . . . . 7
       3.5    No Right to Return of Contributions. . . . . . . . . . . . . . . 7
       3.6    No Interest on Capital Contributions . . . . . . . . . . . . . . 7
       3.7    Loans to the Company . . . . . . . . . . . . . . . . . . . . . . 7

IV.    ALLOCATIONS AND DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . 7

       4.1    Allocation of Net Income and Net Losses. . . . . . . . . . . . . 7
       4.2    Operating Distributions. . . . . . . . . . . . . . . . . . . . . 7
       4.3    Tax Withholding Obligations Constitute a Distribution. . . . . . 8

V.     MEETINGS OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . 8

       5.1    Place of Meetings. . . . . . . . . . . . . . . . . . . . . . . . 8
       5.2    Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . 8
       5.3    Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . 8
       5.4    Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . . 8
       5.5    Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . 8
       5.6    Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
       5.7    Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
       5.8    Action Without Meeting . . . . . . . . . . . . . . . . . . . . . 8
       5.9    Telephonic Meetings. . . . . . . . . . . . . . . . . . . . . . . 9

VI.    BOARD OF MANAGERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

<PAGE>

       6.1    Board of Managers. . . . . . . . . . . . . . . . . . . . . . . . 9
       6.2    Chairman of the Board; Other Officers. . . . . . . . . . . . . . 9
       6.3    Delegation of Rights and Powers to Manage. . . . . . . . . . . .10
       6.4    Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
       6.5    Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . .10
       6.6    Place of Meetings. . . . . . . . . . . . . . . . . . . . . . . .10
       6.7    Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . .10
       6.8    Special Meetings . . . . . . . . . . . . . . . . . . . . . . . .10
       6.9    Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
       6.10   Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . .10
       6.11   Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
       6.12   Board Actions Requiring Unanimous Approval of Members. . . . . .11
       6.13   Absent Managers. . . . . . . . . . . . . . . . . . . . . . . . .11
       6.14   Action Without Meeting . . . . . . . . . . . . . . . . . . . . .12
       6.15   Telephonic Meetings. . . . . . . . . . . . . . . . . . . . . . .12
       6.16   Compensation . . . . . . . . . . . . . . . . . . . . . . . . . .12

VII.   REQUIRED RECORDS; ACCOUNTING AND TAX MATTERS. . . . . . . . . . . . . .12

       7.1    Required Records . . . . . . . . . . . . . . . . . . . . . . . .12
       7.2    Books of Account . . . . . . . . . . . . . . . . . . . . . . . .12
       7.3    ACSC as Operator . . . . . . . . . . . . . . . . . . . . . . . .13
       7.4    Tax Characterization and Returns . . . . . . . . . . . . . . . .13
       7.5    Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . .13

VIII.  INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

       8.1    Indemnification. . . . . . . . . . . . . . . . . . . . . . . . .13
       8.2    Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . .14

IX.    TRANSFER OF MEMBERSHIP INTEREST . . . . . . . . . . . . . . . . . . . .14

       9.1    Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . .14
              (a)    General Restriction on Assignment . . . . . . . . . . . .14
              (b)    Assignment of Governance Rights . . . . . . . . . . . . .14
              (c)    Assignment of Financial Rights. . . . . . . . . . . . . .14
              (d)    Conditions Precedent to Assignment of Governance
                     Rights or Financial Rights to Members . . . . . . . . . .14
              (e)    Effective Date of Assignment. . . . . . . . . . . . . . .15
              (f)    Pledge and Assignment . . . . . . . . . . . . . . . . . .15
       9.2    Rights to Purchase and Sell Membership Interests . . . . . . . .15
              (a)    ACSC Right to Buy-Out Other Members . . . . . . . . . . .15
              (b)    Newcourt Right to Sell Membership Interest to ACSC  . . .16

<PAGE>

              (c)    Notice; Timing; Payment . . . . . . . . . . . . . . . . .16
       9.3    Acquit Company . . . . . . . . . . . . . . . . . . . . . . . . .16
       9.4    Restriction on Transfer. . . . . . . . . . . . . . . . . . . . .16

X.     DISSOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

       10.1   Dissolution. . . . . . . . . . . . . . . . . . . . . . . . . . .16
       10.2   Winding Up of Business . . . . . . . . . . . . . . . . . . . . .17
       10.3   Distributions Upon Liquidation . . . . . . . . . . . . . . . . .17
       10.4   Statement of Cancellation. . . . . . . . . . . . . . . . . . . .17
       10.5   Termination of Membership. . . . . . . . . . . . . . . . . . . .18
              (a)    Continuation of the Company . . . . . . . . . . . . . . .18
              (b)    Status of Member Whose Membership is Terminated . . . . .18
              (c)    No Obligation to Purchase Financial Rights of
                     Terminated Member . . . . . . . . . . . . . . . . . . . .18

XI.    NEW MEMBERS BOUND BY AGREEMENT. . . . . . . . . . . . . . . . . . . . .18

XII.   REPRESENTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .18

       12.1   Representations of ACSC. . . . . . . . . . . . . . . . . . . . .18
       12.2   Representations of Newcourt. . . . . . . . . . . . . . . . . . .19

XIII.  MOLASSES DESUGARIZATION PROJECT . . . . . . . . . . . . . . . . . . . .20

XIV.   MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20

       14.1   Duration . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
       14.2   Corporate Bank Account . . . . . . . . . . . . . . . . . . . . .20
       14.3   Actions or Organizer . . . . . . . . . . . . . . . . . . . . . .21
       14.4   Acceptance of Capital Contributions. . . . . . . . . . . . . . .21
       14.5   Certificates of Membership Interest. . . . . . . . . . . . . . .21
       14.6   Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . .21
       14.7   Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . .21
       14.8   Severability . . . . . . . . . . . . . . . . . . . . . . . . . .21
       14.9   Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
       14.10  Consent and Waiver . . . . . . . . . . . . . . . . . . . . . . .22
       14.11  No Third Party Beneficiary . . . . . . . . . . . . . . . . . . .22
       14.12  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
       14.13  Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . .22
       14.14  Necessary Instruments and Acts . . . . . . . . . . . . . . . . .22
       14.15  Number and Gender. . . . . . . . . . . . . . . . . . . . . . . .22
       14.16  Interpretation . . . . . . . . . . . . . . . . . . . . . . . . .22
       14.17  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . .22

<PAGE>

       14.18  Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . .23
       14.19  Securities . . . . . . . . . . . . . . . . . . . . . . . . . . .23
       14.20  Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . .23
       
Schedule A
Schedule B
Schedule C
</TABLE>

<PAGE>

                  LIMITED LIABILITY COMPANY AGREEMENT OF
                               CRYSTECH, LLC


     THIS LIMITED LIABILITY COMPANY AGREEMENT is entered into and made 
effective as of this 28th day of May, 1998, by and among AMERICAN CRYSTAL 
SUGAR COMPANY ("ACSC") and NEWCOURT CAPITAL USA INC. ("Newcourt"). 

                                RECITALS
                                       
     WHEREAS, CRYSTECH, LLC, a Delaware limited liability company was formed 
on November 4, 1997 for the purpose of building and operating a molasses 
desugarization plant and any other lawful act, business or activity permitted 
under the Delaware Limited Liability Company Act; and

     WHEREAS, Section 18.101 of the Act authorizes a "limited liability 
company agreement" as defined therein; and

     WHEREAS, ACSC and Newcourt desire to enter into this Limited Liability 
Company Agreement.

     NOW, THEREFORE, in consideration of the foregoing, the mutual agreements 
of the parties contained herein, and the mutual benefits to be gained by the 
performance hereof, the parties hereto agree as follows:
                                       
                                ARTICLE I
                               DEFINITIONS
                                       
     "Act" means the Delaware Limited Liability Company Act codified at Title 
6, Subtitle II, Chapter 18 of the Delaware Statues, as amended, and any 
successor thereto.

     "Affiliated Entity" means any entity that controls, is controlled by, or 
under common control of a Member, or any successor thereto.

     "Agreement" means this Limited Liability Company Agreement as amended, 
modified or supplemented from time to time, including any schedules to the 
Agreement.

     "Board" or "Board of Managers" means the board of managers of the 
Company.

     "Called Principal" has the meaning given to that term in the definition 
of "Make Whole Amount" contained in the Note Purchase Agreement.

<PAGE>

     "Capital Account" means the account of each Member which is maintained 
in accordance with the  provisions of Section 3.3 of this Agreement.

     "Capital Contribution" means the value of the initial contributions by 
each Member as set forth on Schedule A, plus the value of any additional 
capital contributions made by the Member pursuant to Section 3.2 of this 
Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended, and any 
successor thereto. Any reference herein to specific sections of the Code and 
the Treasury Regulations thereunder shall be deemed to include a reference to 
any corresponding provisions of future law.

     "Company" means Crystech, LLC, a Delaware limited liability company.

     "Contribution Agreement" means a written agreement between the Company 
and a Person desiring to make a capital contribution which sets forth the 
terms of such Person's agreement to make a contribution for the purpose of 
becoming a Member of the Company, including without limitation the agreed 
value of the contribution that shall be made by such Person to the capital of 
the Company and the Financial Interest and Voting Interest to which such 
Person shall be entitled.

     "Distribution Date" means the last day of August, November, January and 
May,  commencing with the first such date to occur on or after which 
scheduled principal payments on the Notes are made.

     "Distributions" means annual distributions of cash to the Members as may 
from time to time be authorized by the Board of Managers pursuant to the 
terms of this Agreement.

     "Financial Interest" as to any Member means the "Financial Interest" 
reflected on Schedule A of this Agreement for such Member, and as may be 
amended.

     "Financial Rights" means a Member's right to share in the Net Income and 
Net Losses and Distributions with respect to a Membership Interest in 
accordance with the terms of this Agreement.

     "Financing Documents" has the meaning given to that term in the Note 
Purchase Agreement.

     "Governance Rights" means a Member's right to participate in the 
management of the Company. 

     "Make-Whole Amount" has the meaning given to that term in the Note 
Purchase Agreement.

<PAGE>

     "Manager" or "Managers" means a natural person or persons appointed to 
the Board of Managers by the Members in accordance with Article VI of this 
Agreement.

     "MDS Facility" means a molasses desugarization facility with an expected 
capacity of at least 600 tons per day to be constructed, owned and operated 
by the Company at ACS' sugarbeet processing facility in Hillsboro, North 
Dakota.

     "Member" or "Members" means a Person reflected in the Required Records 
of the Company as the owner of a Membership Interest in the Company, or any 
of their permitted successors or assigns.

     "Membership Interest" means a Member's interest in the Company 
consisting of the Member's Financial Rights, right to assign Financial 
Rights, Governance Rights, and the right to assign Governance Rights.

     "Molasses Desugarization Project" means that desugarization project for 
which the Company was formed, as described in the Tolling Agreement.

     "Net Income" and "Net Losses" means the profits and losses of the 
Company, as the case may be, as determined for book purposes in accordance 
with Generally Accepted Accounting Principles (GAAP) as of the close of each 
fiscal year of the Company.

     "Note Purchase Agreement" means a Note Purchase Agreement in 
substantially the form of that certain draft Note Purchase Agreement dated as 
of May 14,1998, to be executed by and between Crystech, LLC and the Crystech 
Senior Lender Trust, as amended, modified or supplemented from time to time.

     "Notes" shall have the meaning given to that term in the Note Purchase 
Agreement.

     "Operating Agreement" means that an Operation and Maintenance Agreement 
in substantially the form of that certain draft Operation and Maintenance 
Agreement dated as of May 18, 1998, to be executed by and between ACSC and 
the Company, as amended, modified or supplemented from time to time. 

     "Person" means any individual, partnership, limited liability company, 
corporation, trust or other entity.

     "Project Documents" has the meaning given to that term in the Note 
Purchase Agreement.

     "Remaining Average Life" has the meaning given to that term in the 
definition of "Make Whole Amount" contained in the Note Purchase Agreement.

<PAGE>

     "Required Records" means those records of the Company required to be 
maintained under the Act, including (i) a current list of the name and 
last-known business, residence or mailing address of each Member, Manager and 
officer; (ii) copies of this Limited Liability Company Agreement and 
certificate of formation, and any amendments thereto; (iii) copies of the 
Company's federal, state and local tax returns and reports for each year; 
(iv) true and full information regarding the status of the business and 
financial condition of the Company; (v) true and full information regarding 
the amount of cash and a description and statement of the agreed value of any 
other property or services contributed by each Member and which each Member 
has agreed to contribute in the future, and the date on which each became a 
Member; (vi) records of all proceedings of the Members and the Board of 
Managers; (vii) any written consents obtained from Members under the 
provisions of this Agreement or the Act; (viii) a copy of all agreements, 
contracts or other arrangements entered into by the Company; and (ix) any 
other information regarding the affairs of the Company as is just and 
reasonable.

     "Tax Withholding Obligation" means an amount equal to the portion of any 
amount allocated, credited, or otherwise distributable to a Member which the 
Company is required to withhold for income tax purposes pursuant to any 
applicable federal, state, local or other governmental agency law or 
regulation.

     "Tolling Agreement" means that a Tolling Services Agreement in 
substantially the form of that certain draft Tolling Services Agreement dated 
as of April 20, 1998, to be executed by and between ACSC and the Company, as 
amended, modified or supplemented from time to time.

     "Voting Interest" as to any Member means the "Voting Interest" reflected 
on SCHEDULE A for such Member. 

                               ARTICLE II
                  ORGANIZATIONAL AND MEMBERSHIP MATTERS

       2.1    OFFICE AND AGENT.  The principal office of the Company shall be 
located at 101 North 3rd Street, Moorhead, Minnesota 56560-1990, or at such 
other location as may be determined by the Board of Managers.  CT Corporation 
shall be the registered agent of the Company for purposes of service of 
process at 1209 Orange Street, Wilmington, Delaware 19801.  The Board of 
Managers may change the identity or location of the registered office from 
time to time, and, if required by the Act, shall cause an appropriate 
amendment to the Company's Certificate of Formation to be filed in the 
appropriate offices in the State of Delaware to reflect such change.

       2.2    PURPOSES AND POWERS.  

       (a)    GENERALLY.  The Company is organized as a special purpose
              entity, for the sole purpose of acquisition, construction,
              financing, operation and maintenance of the MDS Facility and
              for the acquisition, construction, and lease of certain juice

<PAGE>

              softening equipment, sugar extraction equipment, storage and
              receiving and related equipment to be located at both ACSC's
              Hillsboro, North Dakota and Moorhead, Minnesota sugar
              factories.  In furtherance of the foregoing purposes, but
              subject to the provisions of this Agreement, the Company
              shall have the power to (1) enter into and perform its
              obligations under each of the Financing Documents and the
              Project Documents to which it is a party, (2) take any and
              all actions necessary or desirable in connection with the
              consummation of the activities and transactions contemplated
              by the Financing Documents and the Project Documents, and (3)
              take any action and carry on any activity necessary or
              incidental to the accomplishment of the foregoing purposes,
              so long as such actions or activities may be lawfully carried
              on or performed under the provisions of the Act and any
              applicable laws.

       (b)    LIMITATION ON POWERS OF COMPANY.  The Company shall not do
              business in any jurisdiction that would jeopardize the
              limitation on liability provided herein.

       2.3    MEMBERS.  ACSC and Newcourt constitute all the Members of the 
Company. There shall be no other Members admitted to the Company except as 
provided in Article IX of this Agreement. 

       2.4    MEMBERSHIP INTERESTS.   Membership Interests in the Company are 
reflected on SCHEDULE A attached hereto. The Membership Interests are 
ordinary membership interests of one class, without series, and shall have 
the rights provided by law, subject to any statement in this Agreement of the 
specific rights or terms of such Membership Interests.

       2.5    VOTING.   Each Member shall be entitled to one vote on matters 
submitted to the Members regardless of the Member's proportionate share of 
capital contribution to the Company.

                               ARTICLE III
                          CAPITAL CONTRIBUTIONS

       3.1    INITIAL CAPITAL CONTRIBUTIONS OF MEMBERS.  Each Member shall 
make an initial capital contribution to the Company in the amount and in the 
manner set forth on Schedule A.  Such initial Capital Contributions shall be 
made by payment to the Company on the date hereof of cash in the amount 
specified on Schedule A, subject, however, to satisfaction of each of the 
following conditions:

       (a)    Each of the Project Agreements and Financing Agreements shall
              have been executed and delivered by the respective parties
              thereto; and

       (b)    Each Member shall have received an opinion of counsel for the
              other Member in  form and substance satisfactory to it; and

<PAGE>

       (c)    All consents and approvals required by the terms of the
              Financing Agreements and the Project Agreements to be
              obtained prior to the effective dates thereof shall have been
              obtained; and

       (d)    Each Member shall have received such certificates, documents
              and other showings as it shall reasonably deem necessary to
              evidence the due organization and valid existence of the
              other Member and the Company and the authorization by the
              other Member and the Company of its execution, delivery and
              performance of this Agreement and the other Project
              Agreements and Financing Agreements to which it is a party.
              The Members themselves hereby authorize the Company to
              execute and, deliver this Agreement, the Project Agreements
              and such other documents and to  perform such actions as are
              necessary to give effect thereto.

       3.2    ADDITIONAL CAPITAL CONTRIBUTIONS OF MEMBERS.

       (a)    VOLUNTARY ADDITIONAL CAPITAL CONTRIBUTIONS OF MEMBERS. Subject 
              to Section 3.2 (b) below, additional contributions of capital 
              to the Company, other than capital obtained by a loan of money 
              to the Company or funds provided under the Tolling Agreement, 
              may be made only upon the unanimous consent of the Members.

       (b)    NO REQUIRED ADDITIONAL CAPITAL CONTRIBUTIONS OF MEMBERS.  No 
              Member shall be obligated to make any additional contributions 
              of capital to the Company, other than the Member's initial 
              capital contribution, or to pay any assessment to the Company, 
              except that (a) the Board of Managers may, in its discretion, 
              by resolution require that any Member to whom a Tax Withholding 
              Obligation is attributable make an additional contribution to 
              the capital of the Company in an amount equal to such Tax 
              Withholding Obligation less the amount of any loans for such 
              purpose made to the Company pursuant to Section 3.7; and (b) 
              ACSC may make additional contributions to the Company in the 
              form and to the extent set forth in that draft Subscription 
              Agreement dated as of May 21, 1998, as may be amended, to be 
              executed by and among ACSC, the Company and First Union Trust 
              Company National Association as agent.

       3.3    CAPITAL ACCOUNTS.   A separate Capital Account shall be 
maintained for each Member. The initial balances in the Capital Accounts 
shall be, for each Member, the Member's initial Capital Contribution. The 
Capital Account of each Member shall be increased by the amount of (i) any 
additional contribution such Member makes to the capital of the Company 
pursuant to Section 3.2 hereof, (ii)  Net Income allocated to such Member 
pursuant to Section 4.1, and (iii) any Distributions made by the Company 
pursuant to the provisions of Article IV hereof.  The Capital Account of each 
Member shall be decreased by the amount of any Net Losses allocated to such 
Member pursuant to Section 4.1. 

<PAGE>

       3.4    TRANSFEREE SUCCEEDS TO TRANSFEROR'S CAPITAL ACCOUNT.  Any 
transfers permitted by Article IX of this Agreement by a Member to a 
transferee of all or a part of such Member's Financial Rights in the Company 
shall vest in such permitted transferee (and such permitted transferee shall 
become a successor in interest) the interest of the transferor Member's 
Capital Account to the extent of the Membership Interest transferred.

       3.5    NO RIGHT TO RETURN OF CONTRIBUTIONS.  The Members shall have no 
right to the withdrawal or the return of their respective Capital 
Contributions except to the extent set forth in Article X upon liquidation of 
the Company.

       3.6    NO INTEREST ON CAPITAL CONTRIBUTIONS.  Other than Distributions 
authorized pursuant to Article IV or Article X, no Member shall be entitled 
to receive any interest or other property on account of the Member's Capital 
Contributions to the Company. 

       3.7    LOANS TO THE COMPANY.  A Member may lend money to the Company 
if authorized by the Board of Managers and approved unanimously by the 
Members as required by Section 6.12. Any such loan shall not be treated as a 
contribution to the capital of the Company for any purpose or entitle the 
Member to any increase in such Member's share of the Net Income or Net Losses 
of the Company or any increase in such Member's Financial Interest or share 
of Distributions made by the Company. The Company shall be obligated to such 
Member for the amount of any such loan, with interest thereon at such market 
rate as may have been agreed upon by such Member and the Board of Managers. 
ACS is hereby authorized to make subordinated loans to the Company pursuant 
to the Subscription Agreement referred to in Section 3.2(b).

                               ARTICLE IV
                      ALLOCATIONS AND DISTRIBUTIONS
                                       
       4.1    ALLOCATION OF NET INCOME AND NET LOSSES.  Net Income and Net 
Losses shall be allocated annually among the Members in proportion to their 
Financial Interest.

       4.2    OPERATING DISTRIBUTIONS.  Unless otherwise prohibited by law, 
and other than Distributions upon liquidation pursuant to Article X and Tax 
Withholding Obligations which constitute Distributions pursuant to Section 
4.3 of this Article, Distributions shall be made to the Members to the extent 
revenue is available through the operation of the MDS Facility and revenues 
earned from the Leased Assets in an amount equal to ****** per annum on the 
average daily amount of each Member's Financial Interest, quarterly on each 
Distribution Date; provided, however, that the Board may, in its discretion, 
reduce the amount otherwise distributable to any Member by the amount of a 
Tax Withholding Obligation attributable to such Member which has not 
previously reduced a Distribution to such Member.

                  [* - Confidential treatment requested.]

<PAGE>

       4.3    TAX WITHHOLDING OBLIGATIONS CONSTITUTE A DISTRIBUTION.  Any Tax 
Withholding Obligation which is withheld by the Company shall constitute a 
Distribution of such amount by the Company to the Member to whom such Tax 
Withholding Obligation is attributable.

                                ARTICLE V
                           MEETINGS OF MEMBERS

       5.1    PLACE OF MEETINGS.   Each meeting of the Members shall be held 
at the Company's principal office, as specified in Section 2.1, or at such 
other place as may be designated by the Board of Managers in writing to the 
Members.

       5.2    REGULAR MEETINGS.   Regular meetings of the Members shall be 
held on an annual  basis, at such time and place as the Members shall 
mutually agree upon; provided however, that if a regular meeting has not been 
held within thirteen (13) months after the organization of the Company or the 
previous annual meeting, whichever is later, any Member may demand a meeting 
of the members by written demand to the Board of Managers.

       5.3    SPECIAL MEETINGS.   Special meetings of the members may be 
called by the Board of Managers or any Member. The business transacted at a 
special meeting of the members is limited to the purposes stated in the 
notice of the meeting.

       5.4    NOTICE OF MEETINGS.   Written notice of each meeting of the 
Members, stating the date, time and place, and in the case of a special 
meeting, the purpose of the meeting, shall be given in writing at least 
twenty (20) days and not more than sixty (60) days prior to the meeting to 
every Member entitled to vote at such meeting.

       5.5    WAIVER OF NOTICE.   A Member may waive the notice of meeting 
required under this Article. A written notice of waiver signed by the Member 
entitled to notice is effective whether given before, during or after the 
meeting. Attendance by a Member at a meeting is waiver of notice of that 
meeting, unless the Member objects at the beginning of the meeting to the 
transaction of business because the meeting is not lawfully called or 
convened and thereafter does not participate in the meeting.

       5.6    QUORUM.   The presence of all Members is required for the 
transaction of business at a meeting of the Members.

       5.7    PROXIES.   Voting by proxy shall not be permitted.

       5.8    ACTION WITHOUT MEETING.  Any action required or permitted to be 
taken at a meeting of the Members of the Company may be taken without a 
meeting by written action signed by all of the Members. The written action is 
effective when signed by all the Members, unless a different effective time 
is provided in the written action.

<PAGE>

       5.9    TELEPHONIC MEETINGS.   Any regular or special meeting of the 
Members may be taken by telephonic conference or any other means of 
communication through which the Members can simultaneously hear each other 
during the conference, if the same notice is given of the conference to each 
Member, and if the Members participating in the conference would be 
sufficient to constitute a quorum at a meeting. Participation in a telephonic 
or other conference of such means constitutes presence at the meeting in 
person or by proxy if all the other requirements are met.

                               ARTICLE VI
                            BOARD OF MANAGERS
                                       
       6.1    BOARD OF MANAGERS.   The business and affairs of the Company 
shall be managed by or under the direction of a Board of Managers. The Board 
of Managers shall consist of six (6) managers, of which three (3) shall be 
appointed by Newcourt, and three (3) shall be appointed by ACSC. Each Manager 
shall be a director, officer or full-time employee of its appointing Member. 
The first Board of Managers of this Company is as follows:

              ACSC                               NEWCOURT
              ----                               --------
              David A. Walden                    Robert W. Sexton
              Samuel S.M. Wai                    Peter A. Kinkartz
              Marcus F. Richardson               Richard Strollo

       6.2    CHAIRMAN OF THE BOARD; OTHER OFFICERS. The  Board of Managers 
shall have one or more managers exercising the functions of the positions of 
Chairman of the Board and Treasurer, each of who shall be authorized as 
signatories on the Company's bank account(s) and all documents and 
instruments requiring a signature on behalf of the Company. In addition, the 
Board of Managers shall appoint one or more persons to exercise the functions 
of the position of Assistant Treasurer, each of whom shall be authorized as a 
signatory on the Company's bank account(s) and disbursement requests. The 
Board shall also have authority to elect, appoint or designate an existing 
Manager or other natural person to the offices of President, one or more Vice 
Presidents, a Secretary, and such other agents as it deems necessary for the 
operation and management of the Company. The following persons are hereby 
appointed to serve as the Company's Chairman of the Board, Treasurer and 
Assistant Treasurer in accordance with the terms of this Agreement: 

              Marcus F. Richardson        -      Chairman of the Board
              Samuel S.M. Wai             -      Treasurer
              David P. Swanson            -      Secretary
              David A. Walden             -      Assistant Treasurer
              Michael Benedict            -      Assistant Treasurer

<PAGE>

              Mark L. Lembke              -      Assistant Treasurer
              Ronald K. Peterson          -      Assistant Treasurer

       6.3    DELEGATION OF RIGHTS AND POWERS TO MANAGE.  The general 
management and operation of the Molasses Desugarization Project shall be 
delegated to ACSC pursuant to the terms of the Operating Agreement.

       6.4    TERM.   Each Manager shall hold office for a term of five (5) 
years, or until the earlier death, resignation, removal or disqualification 
of the Manager.

       6.5    VACANCIES.  Vacancies of the Board of Managers shall be filled 
by either ACSC or Newcourt, as determined by which of those two Members, as a 
result of the vacancy, has appointed fewer than two (2) Managers to the Board 
of Managers. 

       6.6    PLACE OF MEETINGS.   Each meeting of the Board of Managers 
shall be held at the Company's principal office or at such other place as the 
Board may from time to time designate in writing to the Members.

       6.7    REGULAR MEETINGS.   Regular meetings of the Board of Managers 
shall be held periodically and after each regular meeting of the Members.

       6.8    SPECIAL MEETINGS.   Special meetings of the Board of Managers 
may be called at any time by any Manager by fixing the date, time and place 
of the meeting and causing notice of the meeting to be given. The notice must 
state the purpose of the meeting.

       6.9    NOTICE.  If the date, time and place of a Board of Managers' 
meeting has been announced at the previous meeting of the Board, no notice is 
required. In all other cases, written notice of each meeting of the Managers, 
stating the date, time and place, and in the case of a special meeting, the 
purpose of the meeting, shall be given in writing at least twenty (20) days 
and not more than sixty (60) days prior to the meeting to each Manager.  

       6.10   WAIVER OF NOTICE.  A Manager may waive the notice of meeting 
required under this Article. A written notice of waiver signed by the Manager 
entitled to notice is effective whether given before, during or after the 
meeting. Attendance by a Manager at a meeting is waiver of notice of that 
meeting, unless the Manager objects at the beginning of the meeting to the 
transaction of business because the meeting is not lawfully called or 
convened and thereafter does not participate in the meeting. 

       6.11   QUORUM.  A majority of managers currently holding office shall 
be necessary to constitute a quorum for the transaction of business. In the 
absence of a quorum, a majority of the Managers present may adjourn a meeting 
from time to time without further notice until a quorum is present. If a 
quorum is present when a duly called or held meeting is convened, the 
managers present may continue to transact business until adjournment, even 
though the withdrawal of a 

<PAGE>

number of the managers originally present leaves less than the proportion 
number or number otherwise required for a quorum.  

       6.12   BOARD ACTIONS REQUIRING UNANIMOUS APPROVAL OF MEMBERS.  The 
following actions shall require the unanimous approval of the Members:

       (a)    The acceptance of additional capital contributions from Members 
              to the capital of the Company or the acceptance by the Company 
              of any loans from a Member pursuant to Section 3.7;

       (b)    The admission of any additional Members;

       (c)    With respect to each fiscal year, Distributions in excess of
              15% of a Member's Capital Contribution;

       (d)    The execution and delivery by the Company of any agreement
              with a Member, other than any Project Document or Financing
              Document;

       (e)    Any amendment of this Agreement or the Certificate of
              Formation of the Company;

       (f)    The incurrence by the Company of any indebtedness for
              borrowed money except for purchase money indebtedness the
              Company is permitted to incur under the provisions of the
              Note Purchase Agreement; or 

       (g)    Any transactions:

              (i)    to dispose of any of the Company's assets, provided, 
                     that, with the approval of the Board of Managers, the 
                     Company may dispose of obsolete or worn out assets as 
                     long as the value of the assets disposed of pursuant to 
                     this proviso does not exceed $500,000 in any fiscal year 
                     of the Company;

              (ii)   by which the Company merges or consolidates with any
                     other entity; or

              (iii)  to dissolve the Company.

       6.13   ABSENT MANAGERS.  A Manager of the Company may give advance 
written consent or opposition to a proposal to be acted upon at a Board 
meeting. If the Manager is not present at the meeting, consent or opposition 
to a proposal does not constitute presence at the meeting for purposes of 
determining existence of a quorum, but consent or opposition shall be counted 
as a vote in favor of or against the proposal and shall be entered in the 
minutes or other record of action at the meeting, if the proposal acted on at 
the meeting is substantially the same or has substantially the same effect as 
the proposal to which the Manager has consented or objected.

<PAGE>

       6.14   ACTION WITHOUT MEETING.  Any action required or permitted to be 
taken at a meeting of the Managers may be taken without a meeting by written 
action signed by all of the Managers. The written action is effective when 
signed by all the Managers, unless a different effective time is provided in 
the written action.

       6.15   TELEPHONIC MEETINGS.   Any regular or special meeting of the 
Managers may be taken by telephonic conference or any other means of 
communication through which the Managers can simultaneously hear each other 
during the conference, if the same notice is given of the conference to each 
Manager, and if the Managers participating in the conference would be 
sufficient to constitute a quorum at a meeting. Participation in a telephonic 
or other conference of such means constitutes presence at the meeting in 
person if all the other requirements are met.

       6.16   COMPENSATION.   The Board of Managers shall have authority to 
establish reasonable compensation of all Managers, officers and agents of the 
Company for services to the Company.  The Managers shall be paid their 
reasonable expenses, if any, of attending each meeting of the Board of 
Managers.

                               ARTICLE VII
              REQUIRED RECORDS; ACCOUNTING AND TAX MATTERS

       7.1    REQUIRED RECORDS. The Board of Managers shall maintain the 
Required Records of the Company in a complete and accurate manner at the 
principal office of the Company specified in Section 2.1, or such other place 
within the United States as may be designated by the Board of Managers.  The 
Board of Managers shall maintain the Required Records on a current basis, 
including without limitation the recording of any transfer of all or part of 
a Member's Membership Interest pursuant to Article IX in the Required Records 
as soon as the Board receives notice of such transfer. The Board of Managers 
shall conspicuously note in the Required Records that the Members' interests 
are governed by this Agreement and that this Agreement contains a restriction 
on the assignment of Governance Rights. The Required Records shall at all 
times be kept at the principal office of the Company or such other place or 
places within the United States as the Board of Managers may determine.  Each 
of the Members shall have access to and may inspect and copy the Required 
Records as provided in the Act.

       7.2    BOOKS OF ACCOUNT.  The Board of Managers shall keep complete 
and accurate accounts of all transactions of the Company in proper books of 
account and shall enter or cause to be entered therein a full and accurate 
account of each and every Company transaction in accordance with GAAP.  The 
books of account of the Company shall be closed and balanced as of the end of 
each fiscal year.  The books of account and other records of the Company 
shall at all times be kept at the principal executive office of the Company 
or such other place or places within the United States as the Board of 
Managers may determine.  Each of the Members shall have access to and may 
inspect and copy any of such books and records at all reasonable times 

<PAGE>

and in accordance with the Act.

       7.3      ACSC AS OPERATOR.  The parties acknowledge that the duties of 
the Board of Managers specified in Sections 7.1 and 7.2 above shall be 
performed by ACSC pursuant to the Operating Agreement.

       7.4    TAX CHARACTERIZATION AND RETURNS.  The Members acknowledge that 
this Agreement and the Tolling Agreement together will be characterized for 
federal income tax purposes as a loan from Newcourt to ACSC and that ACSC 
will be treated as the owner of the Molasses Desugarization Project.  
Accordingly, the Company will be disregarded as a business entity for federal 
income tax purposes. 

       7.5    FISCAL YEAR.  The fiscal year of the Company shall commence on 
the first day of September of each year and shall end on the last day of 
August of the following year.

                              ARTICLE VIII
                             INDEMNIFICATION

       8.1    INDEMNIFICATION. 

       (a)    INDEMNIFICATION BY COMPANY.  The Company shall indemnify,
              hold harmless and defend the Members, the Managers and their
              respective affiliates, agents, officers, directors, partners,
              shareholders and employee (each an "Indemnified Person") to
              the full extent lawful, from and against any loss, expense,
              damage or injury suffered or sustained by an Indemnified
              Person by reason of any acts or omissions arising out of
              their activities on behalf of the Company or in furtherance
              of the interests of the Company, including but not limited to
              any judgment, award, settlement, attorney's fees and other
              costs and expenses incurred in connection with the defense of
              any actual or threatened action, proceeding or claim, if the
              acts or omissions were not a direct result of the gross
              negligence or willful misconduct by the Indemnified Person.

       (b)    GENERAL INDEMNIFICATION BY MEMBERS.  Notwithstanding any
              other provisions contained herein, each Member (the
              "Indemnifying Party") agrees to indemnify and hold harmless
              the other Members, the Company and their respective
              affiliates, agents, officers, directors, partners,
              shareholders and employees, from and against all losses,
              costs, expenses, damages, claims and liabilities (including
              reasonable attorney's fees) as a result of or arising out of
              any material breach of any obligation under this Agreement.
              Recourse for the indemnity obligation of the Members under
              this Section 8.1(b) shall be limited to the amount of the
              Capital Contribution made by such Indemnifying Party.

       8.2    INSURANCE.   The Company shall purchase and maintain liability 
insurance policies 

<PAGE>

in such amounts, with such coverages and otherwise as required by the 
Financing Documents, and shall cause each of the Members and Managers to be 
named as an additional insured under such insurance policies.  The Company 
may purchase and maintain insurance on behalf of any person in such person's 
official capacity against any liability asserted and incurred by such person 
in or arising from that capacity, whether or not the Company would otherwise 
be required to indemnify the person against the liability.

                               ARTICLE IX
                     TRANSFER OF MEMBERSHIP INTEREST
                                       
       9.1    ASSIGNMENT. 

       (a)    GENERAL RESTRICTION ON ASSIGNMENT.   Except as provided in 
              Section 9.1(c) and 9.1(f), no Member may transfer all or a part 
              of such Member's Membership Interest to a non-Member. Transfers 
              of a Member's Membership Interest to another Member shall be 
              effective only if made in accordance with this Section 9.1.

       (b)    ASSIGNMENT OF GOVERNANCE RIGHTS.  Subject to Section 9.2
              herein, a Member's Governance Rights may be assigned to any
              other Member or Affiliated Entity of another Member only if
              (1) the non-transferring Members unanimously approve the
              assignment by written consent, which consent may be granted
              or withheld as the non-transferring Members may determine in
              their sole discretion, (2) the Member seeking to make the
              assignment and the assignee comply with the provisions of
              Section 9.1(d), and (3) the assignment is permitted under the
              terms of the Tolling Agreement. Consent by the
              non-transferring Members to an assignment of Governance
              Rights constitutes the consent necessary to avoid dissolution
              of the Company which would otherwise occur under the Act on
              account of the assignor ceasing to be a Member in the
              Company.

       (c)    ASSIGNMENT OF FINANCIAL RIGHTS.  Subject to compliance with the 
              provisions of Section 9.1(d) hereof, a Member's Financial 
              Rights may be assigned, in whole or in part, to another Person 
              without the consent of the Board of Managers or any other 
              Member.

       (d)    CONDITIONS PRECEDENT TO ASSIGNMENT OF GOVERNANCE RIGHTS OR 
              FINANCIAL RIGHTS TO MEMBERS.  Subject to Section 9.2 herein, 
              any Member desiring to assign such Member's Governance Rights 
              or Financial Rights shall notify the Board of Managers of such 
              desire. Such notice to the Board of Managers shall include (i) 
              an opinion of counsel (whose fees and expenses shall be borne 
              by such assigning Member), reasonably satisfactory in form and 
              substance to the Board, to the effect that either (1) the 
              assignment constitutes an exempt transaction, and does not 

<PAGE>

              require registration under applicable state and federal 
              securities laws, or (2) the Governance Rights or Financial 
              Rights to be assigned are duly and properly registered under 
              all applicable state and federal securities laws; (ii) evidence 
              satisfactory to the Board that such assignment  of Governance 
              Rights is permitted under Section 9.1(b) hereof, and of such 
              assignee's agreement to comply with the terms of this Agreement 
              and to execute any and all documents that the Board may deem 
              reasonably necessary in connection with such assignee becoming 
              a Member; (iii) representations in form and substance 
              reasonably satisfactory to the Board that assignee is acquiring 
              the Governance Rights or Financial Rights for such assignee's 
              own account for investment and not with a view towards the 
              distribution thereof; provided, however, that the disposition 
              of the Governance Rights or Financial Rights shall at times be 
              and remain within the control of such assignee; and (iv) a 
              written agreement signed by the assignee that the Governance 
              Rights or Financial Rights being acquired will in no event be 
              resold unless properly registered under all applicable state 
              and securities laws or exempt therefrom.

       (e)    EFFECTIVE DATE OF ASSIGNMENT.  Any assignment of all or a
              part of a Member's Membership Interest in the Company shall
              be deemed effective on the first day of the month next
              following the month in which the assignment occurs and the
              assignee's name and address and the nature and extent of the
              assignment are reflected in the Required Records of the
              Company. The appropriate Company records shall be
              conspicuously noted to prevent the sale or assignment of
              Membership Interests otherwise than in accordance with this
              Article IX.

       (f)    PLEDGE AND ASSIGNMENT.   Notwithstanding anything to the
              contrary in this Section 9.1, any Member may pledge, assign
              or hypothecate its Membership Interest hereunder to secure
              the payment of any debt incurred by the Company and/or the
              performance of any obligations of the Company.

       9.2    RIGHTS TO PURCHASE AND SELL MEMBERSHIP INTERESTS.

       (a)    ACSC RIGHT TO BUY-OUT OTHER MEMBERS. ACSC shall have the
              right to buy-out the Membership Interest of any other Member
              at any time by giving written notice of its intention to do
              so to the other Member. The buy-out price for each Membership
              Interest purchased pursuant to this Section shall be a sum
              equal to the aggregate Capital Contributions made to the
              Company by the selling Member, plus any unpaid Distributions
              required pursuant to Section 4.2 accrued through the date of
              purchase, plus, if the purchase occurs prior to final
              maturity of the Notes, an amount equal the Make-Whole Amount
              determined as if the Called Principal were the amount of such
              capital contributions and the Remaining Average Life were the
              number of years remaining to the final maturity date of the
              Notes.

<PAGE>

       (b)    NEWCOURT RIGHT TO SELL MEMBERSHIP INTEREST TO ACSC.  Upon
              prior written notice to ACSC, Newcourt shall have the right
              to compel ACSC to purchase Newcourt's  Membership Interest
              (i) at any time after the Notes are paid, (ii) at any time
              upon maturity of the Notes, (iii) upon the purchase of all or
              substantially all of the assets of the Company by ACSC, prior
              to the effective date of such purchase, or (iv) upon the
              merger or consolidation of the Company with or into ACSC,
              prior to the effective date of such merger or consolidation.
              The price for such Membership Interest shall be equal to the
              aggregate Capital Contributions made to the Company by
              Newcourt plus any unpaid Distributions required pursuant to
              Section 4.2 accrued through the date of purchase.

       (c)    NOTICE; TIMING; PAYMENT.  Any purchase by ACSC of a
              Membership Interest pursuant to this Section shall be made by
              payment of immediately available funds by wire transfer in US
              Dollars to the selling Member (to an account specified in
              writing by such selling Member to ACSC) on a date which is
              thirty (30) days after the date of the notice from ACSC to
              the selling Member or from Newcourt to ACSC, as applicable,
              or on such earlier date as may be agreeable to both ACSC and
              the selling Member.  At the time of such payment, the parties
              shall deliver to each other such transfer instruments and
              other documents as may be reasonably requested by either
              party.

       9.3    ACQUIT COMPANY.   In the absence of written notice to the 
Company of any assignment of a Membership Interest, any payment by the 
Company to the assigning Member (or the assigning Member's successor in 
interest) shall acquit the Company of liability to the extent of such payment 
to any other Person who may have any interest in such payment by reason of an 
assignment by the Member, whether by actual assignment or operation of law.

       9.4    RESTRICTION ON TRANSFER.   Notwithstanding the foregoing 
provisions of this Article IX, no assignment or other transfer of a 
Membership Interest may be made if the Membership Interest sought to be 
assigned or transferred, when added to the total of all other Membership 
Interests assigned or transferred within the period of twelve (12) 
consecutive months prior thereto, would result in the termination of the 
Company under Section 708 of the Code; provided, however, that the Board of 
Managers may waive such restriction on transfer and such restriction shall 
not apply in the case of a transfer pursuant to Section 9.1(f) herein.

                                ARTICLE X
                               DISSOLUTION

       10.1   DISSOLUTION.  The Company shall be dissolved only upon the 
written agreement of all the Members. As further provided in Section 10.5 of 
this Article, the termination of a 

<PAGE>

Member's membership in the Company shall not cause the dissolution of the 
Company, so long as the Company has the minimum number of members required 
under the Act within ninety (90) days of the termination of a former member.

       10.2   WINDING UP OF BUSINESS.   Upon the occurrence of an event of 
dissolution specified in Section 10.1, the Company shall cease to carry on 
its business, except insofar as may be necessary for the winding up of its 
business, but its separate existence shall continue until a certificate of 
cancellation has been filed with the Delaware Secretary of State's Office or 
until a decree dissolving the Company has been entered by a court of 
competent jurisdiction.

       10.3   DISTRIBUTIONS UPON LIQUIDATION.   Upon liquidation, the 
business of the Company shall be wound up, the Board of Managers shall take 
full account of the Company's assets and liabilities, and all assets shall be 
liquidated as promptly as is consistent with obtaining the fair market value 
thereof. If any assets are not sold, any gain or loss shall be allocated to 
Members in accordance with Article IV as if such assets had been sold at 
their fair market value at the time of the liquidation. If any assets are 
distributed to a Member rather than sold, the Distribution shall be treated 
as a Distribution equal to the fair market value of the assets at the time of 
the liquidation. The assets of the Company shall be applied and distributed 
in the following order and priority:

       (a)    FIRST, to the payment of all debts and liabilities of the
              Company, including all sums due the Managers, and including
              any loans or advances that may have been made by the Members
              to the Company;

       (b)    SECOND, to the establishment of any reserves deemed necessary
              by the Board of Managers or the Person winding up the affairs
              of the Company for any contingent liabilities or obligations
              of the Company in the order of priority set forth in the Act;

       (c)    THIRD, to Newcourt a  sum equal to the aggregate Capital
              Contributions made to the Company by Newcourt, plus any
              unpaid Distributions required pursuant to Section 4.2 accrued
              through the date of distribution, plus, if the purchase
              occurs prior to final maturity of the Notes, an amount equal
              the Make-Whole Amount determined as if the Called Principal
              were the amount of such capital contributions and the
              Remaining Average Life were the number of years remaining to
              the final maturity date of the Notes;

       (d)    FOURTH, the balance, to ACSC.

       10.4   STATEMENT OF CANCELLATION.   Upon the dissolution and 
completion of the winding up of the Company's affairs, the appropriate 
representative of the Company shall execute a certificate of cancellation 
setting forth the information required under the Act, and shall file same 
with the Delaware Secretary of State's office.

<PAGE>

       10.5   TERMINATION OF MEMBERSHIP.

       (a)    CONTINUATION OF THE COMPANY.   The Company shall not be
              dissolved and is not required to be wound up by reason of the
              occurrence of an event that terminates the continued
              membership of a Member in the Company if there is at least
              the minimum number of Members required under the Act.

       (b)    STATUS OF MEMBER WHOSE MEMBERSHIP IS TERMINATED.  The Member
              whose membership has terminated shall lose all Governance
              Rights and will be considered merely an assignee of the
              Financial Rights owned before the termination of such
              Member's membership, subject to subsection (c) of this
              Section 10.5. In such event, Schedule A shall be deemed to be
              appropriately amended to allocate the Voting Interest of the
              Member whose membership is terminated to the remaining
              Members. If dissolution occurs pursuant to Section 10.1, then
              the Member whose continued membership has terminated retains
              all the Governance Rights and Financial Rights owned before
              the termination of the membership and may exercise those
              rights through the winding up and termination of the Company.

       (c)    NO OBLIGATION TO PURCHASE FINANCIAL RIGHTS OF TERMINATED
              MEMBER.   Neither the remaining Members nor the Company shall
              have any obligation to purchase such terminated Member's
              Financial Rights in the Company.

                               ARTICLE XI
                     NEW MEMBERS BOUND BY AGREEMENT
                                       
       Any Person who is admitted to the Company as a Member shall be subject 
to and bound by all the provisions of this Agreement as if originally a party 
to this Agreement. Such Person shall execute and acknowledge all documents 
and instruments, in form and substance reasonably satisfactory to the Board 
of Managers, as the Board of Managers shall deem necessary or advisable to 
effect such admission and to confirm the agreement of the Person being 
admitted to be bound by all the terms and provisions of this Agreement. Such 
Person shall pay all reasonable expenses in connection with  such admission 
of a Member, including without limitation legal fees and costs of preparation 
of any amendment to or restatement of this Agreement, if necessary or 
desirable in connection therewith.
                                       
                               ARTICLE XII
                             REPRESENTATIONS

       12.1   REPRESENTATIONS OF ACSC.  ACSC hereby represents and warrants 
to Newcourt 

<PAGE>

that each of the following statements is true and correct as of the date 
hereof:

       (a)    ORGANIZATION.  ACSC is a cooperative association duly
              organized, validly existing and in good standing under the
              laws of the State of Minnesota with all requisite power and
              authority to enter into and perform this Agreement and the
              Financing Documents and Project Documents to which it is a
              party.  ACSC is qualified or licensed to do business in the
              State of North Dakota and in all other jurisdictions where
              the failure to be so qualified or licensed would have a
              material adverse effect on ACSC or the Company.

       (b)    POWER AND AUTHORITY.  ACSC has full power and authority and
              has taken all required action necessary to permit it to
              execute and deliver this Agreement and the other Financing
              Documents and Project Documents to which it is a party and to
              perform all of its obligations contained herein or therein. 
              None of such actions has or will conflict with or violate any
              provision of law or of the Articles of Incorporation or
              Bylaws of ACSC or violate or constitute a default under or
              result in any breach of any agreement, indenture, security
              agreement, order or judgment to which ACSC is a party or by
              which it or any of its properties is bound.

       (c)    VALID AND BINDING OBLIGATION.  This Agreement and the other
              Financing Documents and Project Documents to which it is a
              party each constitutes the valid and legally binding
              agreement of ACSC, enforceable against ACSC in accordance
              with its terms, except to the extent that such enforcement is
              subject to applicable bankruptcy, insolvency and other laws
              affecting the rights of creditors generally and except that
              the remedy of specific performance and injunctive and other
              forms of equitable relief may be subject to equitable
              defenses and to the discretion of courts before which any
              enforcement proceeding is brought.

       12.2   REPRESENTATIONS OF NEWCOURT.  Newcourt hereby represents and 
warrants to Newcourt that each of the following statements is true and 
correct as of the date hereof:

       (a)    ORGANIZATION.  Newcourt is a corporation duly organized,
              validly existing and in good standing under the laws of the
              State of Delaware with all requisite power and authority to
              enter into and perform this Agreement and any Financing
              Documents or Project Documents to which it is a party. 
              Newcourt is qualified or licensed to do business in all 
              jurisdictions where the failure to be so qualified or
              licensed would have a material adverse effect on Newcourt or
              the Company.

       (b)    POWER AND AUTHORITY.  Newcourt has full power and authority
              and has taken all required action necessary to permit it to
              execute and deliver this Agreement and the other Financing
              Documents and Project Documents (if any) to which it is a
              party and to perform all of its obligations contained herein
              or therein.  None of such actions has or will conflict with
              or violate any provision of law or of the 

<PAGE>

              Articles of Incorporation or Bylaws of Newcourt or violate or 
              constitute a default under or result in any breach of any 
              agreement, indenture, security agreement, order or judgment to 
              which Newcourt is a party or by which it or any of its properties
              is bound.

       (c)    VALID AND BINDING OBLIGATION.  This Agreement and the other
              Financing Documents and Project Documents to which it is a
              party each constitutes the valid and legally binding
              agreement of Newcourt, enforceable against Newcourt in
              accordance with its terms, except to the extent that such
              enforcement is subject to applicable bankruptcy, insolvency
              and other laws affecting the rights of creditors generally
              and except that the remedy of specific performance and
              injunctive and other forms of equitable relief may be subject
              to equitable defenses and to the discretion of courts before
              which any enforcement proceeding is brought.


                              ARTICLE XIII
                     MOLASSES DESUGARIZATION PROJECT
                                       
       The Members hereby approve the Financing Documents and the Project 
Documents as submitted to the Members as drafts dated May, 1998, and the 
transactions contemplated thereby. The Chairman of the Board and the 
Treasurer are hereby authorized and directed to execute the Financing 
Documents and the Project Documents in substantially the form of such drafts, 
together with all other changes thereto as either such officer shall deem 
appropriate, desirable, or necessary and such other documents necessary to 
effectuate the transactions contemplated therein, on behalf of the Company. 
The Company is hereby authorized to issue the sale of Senior Secured Notes to 
the Crystech Senior Lender Trust in the aggregate principal amount of 
Eighty-Six Million Five Thousand Dollars and No/100 ($86,005,000) and to 
borrow the aggregate principal amount of Thirteen Million Nine Hundred Five 
Thousand Dollars and No/100 ($13,905,000) from ACSC, as contemplated by the 
Financing Documents.

                              ARTICLE XIV
                              MISCELLANEOUS

       14.1   DURATION.  The Company shall have perpetual existence.

       14.2   CORPORATE BANK ACCOUNT. First Union Bank of Delaware or First 
Union Trust Company, National Association (either one, the "Bank") are hereby 
designated as the depository of funds of the Company, and checks, drafts or 
other withdrawal orders issued against the funds on deposit with the Bank may 
be signed by the Company's Chairman of the Board or Treasurer, or such other 
persons as the Board of Managers shall from time to time designate.

       14.3   ACTIONS OF ORGANIZER.  All actions taken on behalf of the 
Company by its 

<PAGE>

organizer, as an individual, prior to organization of the Company and prior 
to the date hereof, are hereby ratified, approved and adopted in all respects.

       14.4   ACCEPTANCE OF CAPITAL CONTRIBUTIONS.  The Company hereby 
accepts Newcourt's Initial Capital Contribution in the amount set forth on 
SCHEDULE A attached hereto in exchange for a Membership Interest in the 
Company consisting of a fifty percent (50%) Financial Interest and a fifty 
percent (50%) Voting Interest in the Company. The Company hereby accepts 
ACSC's Initial Capital Contribution in the amount set forth on SCHEDULE A 
attached hereto in exchange for a Membership Interest in the Company 
consisting of a fifty percent (50%) Financial Interest and a fifty percent 
(50%) Voting Interest in the Company.

       14.5   CERTIFICATES OF MEMBERSHIP INTEREST.  The Certificate of 
Membership set forth on SCHEDULE B attached hereto as  is hereby approved and 
adopted by the Members as the Certificate of Membership Interest for ACSC, 
and that the Certificate of Membership set forth on SCHEDULE C attached 
hereto is hereby approved and adopted by the Members as the Certificate of 
Membership Interest for Newcourt.

       14.6   ENTIRE AGREEMENT.  This Agreement constitutes the entire 
agreement among the parties and supersedes any prior agreement or 
understanding among them with respect to the subject matter hereof.

       14.7   AMENDMENT.  This Agreement may not be modified, amended, or 
supplemented, except by a writing signed by all of the parties to this 
Agreement who are then Members of the Company.

       14.8   SEVERABILITY.  If any provision of this Agreement is held to be 
illegal, invalid, or unenforceable under the present or future laws effective 
during the term of this Agreement, such provision will be fully severable; 
this Agreement will be construed and enforced as if such illegal, invalid, or 
unenforceable provision had never comprised a part of this Agreement; and the 
remaining provisions of this Agreement will remain in full force and effect 
and will not be affected by the illegal, invalid, or unenforceable provision 
or by its severance from this Agreement. Furthermore, in lieu of such 
illegal, invalid, or unenforceable provision, there will be added 
automatically as a part of this Agreement a provision as similar in terms to 
such illegal, invalid, or unenforceable provision as may be possible and be 
legal, valid, and enforceable.
                                        
       14.9   REMEDIES.  The parties agree that in the event of a breach of 
this Agreement, the non-breaching party or parties shall be entitled to the 
remedies of specific performance and injunctive relief, except to the extent 
prohibited by the Act, and that such remedies shall be in addition to any 
other remedies available at law or in equity with the pursuit of any one or 
more remedies not being a bar to the pursuit of other remedies which may be 
available.  The parties further agree that the breaching party or parties 
shall pay all reasonable costs, expenses, and attorneys' fees incurred by the 
non-breaching party or parties in pursuing their remedies for a breach of 
this Agreement.

<PAGE>

       14.10  CONSENT AND WAIVER.  No consent under and no waiver of any 
provision of this Agreement on any one occasion shall constitute a consent 
under or waiver of any other provision on said occasion or on any other 
occasion, nor shall it constitute a consent under or waiver of the consented 
to or waived provision on any other occasion.  No consent or waiver shall be 
enforceable unless it is in writing and signed by the party against whom such 
consent or waiver is sought to be enforced.

       14.11  NO THIRD PARTY BENEFICIARY.  This Agreement is made solely and 
specifically among and for the benefit of the parties hereto, and their 
respective successors and assigns, and no other Person will have any rights, 
interest, or claims hereunder or be entitled to any benefits under or on 
account of this Agreement as a third party beneficiary or otherwise, except 
that the Company shall have standing to bring an action to recover damages 
provided for by the Act or to seek remedies otherwise provided by law in the 
event of a breach or threatened breach of this Agreement.

       14.12  NOTICES.  All notices, offers, demands, or other communications 
required or permitted under this Agreement shall be in writing, signed by the 
Person giving the same.  Notice shall be treated as given when personally 
received or (except in the event of a mail strike) when sent by certified or 
registered mail, postage prepaid, return receipt requested, to a Member at 
the address as shown from time to time on the records of the Company.  Any 
Member may specify a different address by written notice to the Board of 
Managers.

       14.13  BINDING EFFECT.  Except as herein otherwise specifically 
provided, this Agreement shall be binding upon and inure to the benefit of 
the parties and their legal representatives, heirs, administrators, 
executors, successors and assigns.

       14.14  NECESSARY INSTRUMENTS AND ACTS.  The parties covenant and agree 
that they shall execute any further instruments and shall perform any acts 
which are or may become necessary to effectuate and to carry out the terms 
and conditions of this Agreement.

       14.15  NUMBER AND GENDER.  Wherever from the context it appears 
appropriate, each term stated in either the singular or the plural shall 
include the singular and the plural and pronouns stated in either the 
masculine, the feminine or the neuter gender shall include the masculine, 
feminine and neuter.

       14.16  INTERPRETATION.  All references herein to Articles, Sections 
and subsections refer to Articles, Sections and subsections of this 
Agreement.  All Article, Section and subsection headings are for reference 
purposes only and shall not affect the interpretation of this Agreement.

       14.17  COUNTERPARTS.  This Agreement may be executed in any number of 
counterparts, all of which taken together shall constitute one agreement 
binding on all parties.  Each party shall become bound by this Agreement 
immediately upon signing any counterpart, independently of 

<PAGE>

the signature of any other party.

     14.18     GOVERNING LAW.  This Agreement and the rights of the parties 
hereunder shall be governed by and interpreted in accordance with the 
internal laws of the State of Delaware, without regard to its conflicts or 
choice-of-law rules.

     14.19     SECURITIES.  The Membership Interests shall be evidenced by 
certificates of membership interest and shall be deemed to be "securities" 
within the meaning of Article 8 of the Uniform Commercial Code in effect in 
the State of Delaware.

     14.20   JURISDICTION. The parties hereby submit to the non-exclusive 
jurisdiction of the courts of the State of New York or the United States 
District Court for the Southern District of New York to take any action 
pertaining to, arising out of, or relating to, enforcement of this Agreement.

     IN WITNESS WHEREOF, the undersigned have executed this Limited Liability 
Company Agreement as of the day and year first above written.


AMERICAN CRYSTAL SUGAR COMPANY             NEWCOURT CAPITAL USA INC.


By:                                        By:
   ----------------------------               -------------------------------
Its:                                       Its:
    ---------------------------                ------------------------------

<PAGE>

                               SCHEDULE A


     The undersigned Members of Crystech, LLC hereby agree and acknowledge 
that the following information applies for all purposes to the Limited 
Liability Company Agreement of Crystech, LLC dated and effective May 28, 
1998; this Schedule A to be effective as of the date thereof.

<TABLE>
<CAPTION>

Member                                    Agreed
 and                       Form of       Value of       Financial   Voting
Address                 Contribution    Contribution    Interest    Interest
-------                 ------------   -------------    ---------   --------
<S>                     <C>            <C>              <C>         <C>
American Crystal            cash       $1,545,000.00       50.00%      50.00%
Sugar Company

Newcourt Capital
U.S.A., Inc.                cash       $1,545,000.00       50.00%      50.00%
                                       -------------    ---------    -------
TOTAL                                  $3,090,000.00      100.00%     100.00%
</TABLE>


AMERICAN CRYSTAL SUGAR COMPANY             NEWCOURT CAPITAL U.S.A., INC.



By:                                        By:
   ----------------------------               -------------------------------
Its:                                       Its:
    ---------------------------                ------------------------------

<PAGE>

                                  SCHEDULE B
                                       
                           SEE ATTACHED CERTIFICATE


<PAGE>

                                  SCHEDULE C
                                       
                           SEE ATTACHED CERTIFICATE