**Exhibit 10.23**

**UNIFORM MEMBER BEET SUGAR MARKETING AGREEMENT**

    THIS AGREEMENT, Made as of the 1st day of December, 1997, by and between United Sugars Corporation, a cooperative association organized under the laws of theState of Minnesota (hereinafter referred to as "Marketing Agent"), and American Crystal Sugar Company, a cooperative association organized under the laws of the State of Minnesota (hereinafterreferred to as "Processor").

**WITNESSETH**

    WHEREAS, Processor is a producer-owned and Producer operated agricultural cooperative which is organized and operated so as to adhere to the provisions ofSection 15(a) of the Agricultural Marketing Act (12 U.S.C., Sec. 1 141j(a)), as amended, and the Capper-Volstead Act of 1922 (7 U.S.C., Sec. 291, 292), and which is engaged in theoperation of one or more beet sugar processing plants for the purpose of producing one or more forms of refined sugar; and

    WHEREAS,Marketing Agent is organized and operated so as to adhere to the provisions of Section 15(a) of the Agricultural Marketing Act (12 U.S.C., Sec. 1141j(a)), as amended, and the Capper-Volstead Act of 1922 (7 U.S.C., Sec. 291,292), for the mutual help and benefit of its members and for the purposes of acting as a marketing agency for itsmembers and of engaging in the business of marketing the refined sugar (whether sold in packages or in bulk) produced by its members, including but not limited to, granulated, liquid, blends,specialty products and corn sweetener (hereinafter referred to as the "Products"); and

    WHEREAS,Processor is a member of Marketing Agent and wishes to participate with other members of Marketing Agent in developing and maintaining a dependable market for such Products;and

    WHEREAS,Marketing Agent and Processor desire to enter into a member marketing agreement on a pool basis.

    NOW,THEREFORE, in consideration of the above, subject to the respective terms, conditions, and obligations of Processor and Marketing Agent herein and the pooling obligations of theother members of Marketing Agent, Marketing Agent and Processor agree as follows:

    1.*  Appointment of Marketing Agent as Sales Agent.*  

    (a) Processorappoints and employs Marketing Agent to act as its sole agent in the sale and marketing of all Product produced by Processor during the Term (ashereinafter defined) of this Agreement, and Marketing Agent accepts such appointment and employment and agrees to act as the sales agent and pool administrator in accordance with the terms of thisAgreement.

    (b) Processoragrees that Marketing Agent may employ all such persons and agencies as it determines to be necessary to carry out its obligations under this Agreement.It is understood and agreed that Marketing Agent may market Products under the various trademarks and trade names of Processor (if any)pursuant to a royalty free license agreement with respect to suchtrademarks and trade names, the form of which agreement shall be mutually agreed upon by Processor and Marketing Agent.

    (c) MarketingAgent agrees, and is hereby empowered by Processor, to sell in its own name, and pass title on behalf of Processor to, all Product produced by Processorduring the Term of this Agreement to such purchasers, at such time or times, at such place or places, in such manner and on such prices or terms as Marketing Agent determines to be in the bestinterests of Processor and other members of Marketing Agent.

    (d) MarketingAgent shall have no rights, and nothing herein contained shall be deemed to create rights in Marketing Agent in and to any other products produced byProcessor (other than refined sugar), including without limitation, molasses.

    (e) Itis understood and agreed that Marketing Agent may from time to time procure certain Products from third parties in order to meet the requirements of salescontracts or as otherwise determined to be in the best interest of Processor and the other members of Marketing Agent. Processor and Marketing Agent agree that Marketing Agent shall act as an agentfor Processor in connection with such purchases of Products and that the costs of acquiring such Products and revenues received from the sale of such Products shall be allocated to Processor and othermembers of Marketing Agent on the same basis as allocations from the pool for which the Products were purchased.

    2.*  Packaging.*  Processor intends to have the capacity to sell Product in bulk as well as in packages inthe sizes set forth on Schedule A hereto. It is understood that production and packaging constraints will limit the volume and mix of packages that can be produced at any one time, andaccordingly, Marketing Agent agrees to coordinate orders for packaged Product taking into consideration Processor's production and packaging limitations.

    3.*  Production and Delivery.*  It is anticipated that Processor will produce Products during its campaignon an approximately even monthly schedule. However, Processor acknowledges that Marketing Agent's requirements may be greater in certain specified months and less in others. Accordingly, subject tomutual agreement of the parties, Marketing Agent will endeavor to coordinate demands with Processor's production and storage capacities. At Marketing Agent's request, Processor will attempt tomaximize production in any month in order to accommodate customer demand.

    3.1*  Product Production Schedules.*  Processor shall provide to Marketing Agent by June 1 of eachFiscal Year (as hereinafter defined) during the Term a preliminary estimated production schedule (specifying volume and dates) for the next following Fiscal Year and will provide a revised estimatedproduction schedule by July 1 of each such year, reflecting any changes from the June preliminary estimate. Thereafter, the estimated production schedule shall be updated each month. For thepurposes of this Agreement, the term "Fiscal Year" shall mean each twelve month period from September 1 through August 31 of the next following calendar year. Marketing Agent andProcessor shall jointly develop a production and delivery schedule plan for each Fiscal Year that will attempt to accommodate, as much as reasonably possible, the dual goals of maximizing the price tobe paid to Processor and maximizing production efficiencies, with the objective of selling all of Processor's production of Product each year.
    3.2*  Weekly Delivery Amounts.*  Estimated weekly delivery schedules, including quantities, and bulk andpackaging requirements for each week of each month, shall be agreed upon by the parties at least seven (7) days in advance of the month to which they apply. The parties shall use reasonableefforts, recognizing customer demand, to accommodate each other in setting such schedules.

    4.*  Billing and Collection.*  All sales made by Marketing Agent shall be billed on invoices of MarketingAgent and all receipts shall be collected by Marketing Agent.

    5.*  Pool Years.*  Processor's members processes beets and thick juice into refined sugar, generally fromSeptember through May ("Beet Processing Season"). Certain other of Marketing Agent's members process cane into feedstock for their refinery from mid-October throughMarch ("Cane Processing Season"), and cane feedstock is processed into Product throughout the year, from November through October. Marketing Agent markets Product in one or more pools,each of which begins on September 1 and ends on or about the last day of the applicable Fiscal Year (August 31). Each Beet Processing Season falls substantially within a correspondingFiscal Year (pool year) of Marketing Agent. In order to include sales of carry-over Product produced by Processor in a given Beet Processing Season in the pool applicable to the FiscalYear in which the Beet Processing Season occurred, even though delivery may occur following August 31 of such year, the Product to be included in calculating Marketing Agent's pool in eachFiscal Year shall be the amount of Product produced during the applicable Fiscal Year.

    6.*  Price for Product.*  

    6.1*  Price.*  Marketing Agent shall pay to Processor for all Product delivered hereunder, Processor's prorata share of the Net Pool Price (as hereinafter defined) for each product pool in which Processor participates.
    6.2*  Product Pools.*  Marketing Agent and Processor agree that the Products to be sold by Marketing Agenthereunder shall be pooled for each Fiscal Year with Products of the other members of Marketing Agent, as set forth in Section 5 hereof There shall initially be the following three(3) pools for Products: (a) Primary Pool, (b) Export Option Pool, and (c) High Fructose Syrup ("I-IFS") Pool. The Marketing Agent by action of its ExecutiveCommittee shall have the discretion to create additional pools as deemed reasonably necessary for the equitable treatment of all members. As sales are made, the proceeds received by Marketing Agentfrom the sale of pooled Products received from its members, shall be deposited into the pools for the appropriate Fiscal Year and shall be credited to Processor and the other members of MarketingAgent on the basis of their respective pro rata shares. Processor's pro rata share of the Net Pool Price (as hereinafter defined) of each pool shall be distributed to Processor by Marketing Agent asrapidly as collection and accounting procedures permit.
    6.3*  Primary Pool.*  Processor's pro-rata share for the Primary Pool for each Fiscal Yearshall be based upon total production, less the amount of Product designated for other alternative or separate pools. With respect to the Primary Pool for each Fiscal Year covered by this Agreement,distributions of the Net Pool Price shall initially be based on Marketing Agent's best estimate of the amount of the Products anticipated to be produced in such year by Processor and each otherparticipant in the pool, and shall be adjusted by Marketing Agent periodically as production figures are more precisely determined. Such adjustments shall reflect an interest charge to be paid by anypool participant who has received excess distributions based on the preliminary production estimates and such interest shall be paid to the pool participant(s) who received less than frilldistributions. For purposes of this paragraph, interest charges shall be equal to the average of (i) the monthly Commodity Credit Corporation loan rate for the period in question and(ii) the rate charged by Marketing Agent's principal lender for thirty (30) day seasonal fixed rate financing for the period in question. As soon as exact information and productionfigures are available, Marketing Agent shall determine Processor's final Product price for the Fiscal Year, and appropriate adjustments, together with interest, as provided above, shall be made.Estimated payments shall be made by Marketing Agent to Processor no less frequently than weekly during the Term, and final accounting for each Fiscal Year shall be made no later than the ninetieth dayfollowing the last day of each Fiscal Year.
    6.4*  Export Option and Other Pools.*  The distribution of Net Pool Price from the Export Option Pool andthe HFS Pool (and any other pool established by the Marketing Agent) shall be based on the Product committed by each member to such pool and payments shall be made following the procedure set forthabove for Primary Pool payments.

    7.*  Marketing Agent's Books and Records.*  Marketing Agent shall keep accurate records of costs, sales,and pool proceeds in accordance with sound and generally accepted accounting practices. Said records shall be at all reasonable times frilly available for copying and inspection by Processor and/orits certified public accountants. All records of each pool shall be audited annually by independent certified public accountants selected by Marketing Agent. Such audit shall be made available toProcessor promptly after completion.

    8.*  Definitions of Net Pool Price.*  The net proceeds of the product pools for each Fiscal Year (the "NetPool Price") shall be defined as the gross proceeds realized by Marketing Agent from sales ofProducts produced by Processor and the other members in each pool, less expenses directly attributable to such pool in accordance with authorized and established rules of Marketing Agent asfollows:

    (a) Allcosts, charges or expenses attributable to the marketing and sale of pooled Products, including without limitation salaries, wages and other benefits ofMarketing Agent's employees, office expense and appropriate consulting fees;
    (b) Allcosts of transportation of the pooled Products; provided, however, that to the extent rail transportation is not available from the location of Processor'splants, transportation costs shall be adjusted to reflect the added cost related to transportation from such plants;
    (c) Insurancepremiums paid by Marketing Agent;
    (d) Interestexpense for financing obtained by Marketing Agent;
    (e) Stateinspection fees and all other fees and taxes incurred in the marketing of the pooled Products;
    (f)  Allcharges, fees and expenses paid by Marketing Agent to Processor, any other member of Marketing Agent, or any other person, for advertising or use oftrademarks;
    (g) Allcosts and expenses reimbursed to Processor or any other member pursuant to Section 16 hereof;
    (h) Allamounts paid by Marketing Agent to any third person for shipping, storage, warehousing or packaging costs or expenses described in Section 16 hereof;
    (i)  Allother direct and indirect charges or expenses, including administrative and overhead, attributable to the sale of the pooled Products in the operation of therelevant Product pool; and
    (j)  Depreciationof property and equipment of Marketing Agent.

Alllosses incurred by Marketing Agent as a result of uncollectible accounts receivable shall be allocated to the appropriate Product pool and shall be regarded as a marketing expense in determiningthe Net Pool Price of that Product pool.

    9.*  Budget and Advance of Marketing Costs.*  Marketing Agent shall prepare a monthly budget or estimate ofall direct and indirect marketing costs for the pools. It is the intention of Marketing Agent to secure independent financing for costs associated with the marketing of Products as reflected in thebudget.

    10.*  Product Warranties, Quality Standards, Transfer of Title: Handling of Products of SubstandardQuality.*  

    (a) Itis understood and agreed that title to Products shall remain in the name of Processor until the earlier of (i) such time as title is transferred to abuyer by Marketing Agent on behalf of Processor or (ii) risk of loss passes to Marketing Agent, as provided in Section 12(a)(ii) hereof All Processor's Products which aredelivered to buyers pursuant to Marketing Agent's shipping orders or are delivered to Marketing Agent shall at the time of delivery be free and clear of any liens, attachments, security interests,claims or encumbrances of any kind whatsoever.

    (b) MarketingAgent shall furnish to Processor from time to time customer specifications for Products prescribing standards and procedures for quality control, storingand shipping of such Products. Initially such standards shall be mutually agreed upon by Marketing Agent and its members, and thereafter from time to time revised in a manner consistent with theQuality Assurance Policy attached hereto as Schedule B. In the absence of an agreement by the parties to another set of standards, the applicable standards shall be those set forth onSchedule C attached hereto.

    (c) Processorshall observe and comply with any buyer specifications furnished by Marketing Agent. Also, all Products delivered to or at the order of Marketing Agentshall conform to quality and other standards prescribed by applicable state and federal rules and regulations.

    (d) Productwhich fails to meet the customer specifications and the agreed standards, or in the absence of agreed standards, the standards set forth onSchedule D hereto shall be considered substandard for purposes of this Agreement. Product of substandard quality, shall, on the joint agreement of Processor and Marketing Agent: (i) bewithheld from the product pool and marketed by Marketing Agent as shall be mutually agreed by Marketing Agent and Processor with proceeds of the sale of such Product, less all direct and indirectselling expenses, distributed to Processor, or (ii) remain in the product pool and be charged with the additional costs relating to the substandard quality of the Product.

    11.*  Storage of Product.*  Processor shall store its Product as the parties shall mutually agree. At theearliest reasonable time after processing commences in each Fiscal Year and as soon as Product has begun to be placed in storage, Processor shall deliver daily inventory reports to Marketing Agent ofboth feedstock and Product. All Product included in the daily inventory shall be included in the product pool for the appropriate Fiscal Year even though the Product remains on the premises ofProcessor. Certain storage and warehousing costs and expenses associated with the Products shall be charged to Marketing Agent and be included in the calculation of the Net Pool Price of the ProductPools, as provided in Sections 8(g) and (h) and 16 of this Agreement.

    12.*  Risk of Loss; Insurance; Indemnification.*  

    (a) Processorcovenants and agrees that it shall bear the risk of loss of all Products produced by Processor or any portion thereof until earlier of the time(i) the Products are shipped to the buyer of the same; or (ii) at the time it is no longer possible to identify the Product as that of Processor (i.e., commingled or processed Product),at which time the risk of loss shall pass to Marketing Agent; provided, however, that Processor shall continue to be the owner of the Product until the Product is sold to the buyer. Whenever MarketingAgent shall have possession or control over the Product priorto sale to the buyer, Marketing Agent shall act strictly as custodian thereof in accordance with the provisions of this Agreement.

    (b) Processorcovenants and agrees, at its sole cost and at all times during the Term (as hereinafter defined) to maintain in force an insurance policy or policiescovering loss, theft or damage to the Products from any cause whatsoever until the shipment of the same to the buyer, in amounts not less than the full insurable value thereof, and product liabilityinsurance in amounts required by Marketing Agent from time to time, which product liability insurance shall name Marketing Agent as an additional or a named insured.

    (c) MarketingAgent covenants and agrees, at all times during the Term of this Agreement, to maintain in force during the period for which it bears the risk of loss, aninsurance policy or policies covering loss, theft or damage to the Products from any cause whatsoever in amounts not less than the full insurable value thereof, and product liability insurance inamounts deemed reasonable by Marketing Agent, which product liability insurance shall name Processor as an additional or named insured.

    (d) Insurancepolicies shall be taken out with responsible insurance companies licensed to write insurance in Minnesota, in the case of Marketing Agent, and Florida, inthe case of Processor, and each shall not be canceled or altered without ten days' written notice to Marketing Agent and Processor. Each party shall furnish the other party with certificates ofinsurance for policies required hereunder, together with a summary of the terms and conditions of the policy or policies, and the date on which the same expire.

    (e) Processorhereby agrees to indemnify and hold harmless, Marketing Agent, its members, and their respective employees, from and against any claims, losses orliabilities arising out of, or resulting from, the production, on-site storage or loading of any Products which are marketed by Marketing Agent pursuant to this Agreement.

    (f)  MarketingAgent hereby agrees to indemnify and hold harmless, Processor, and its employees, agents and shareholders from and against any claims, losses orliabilities arising out of, or resulting from, the actions or omissions of Marketing Agent, its employees or agents with respect to the Product, from and after the time risk of loss of Processor'sProduct transfers.

    13.*  Orders.*  Regardless of factory or warehouse designation, the proceeds from sales orders shall becredited to the Product pool for the appropriate Fiscal Year as provided in Section 5 hereof Marketing Agent shall consider car loadings, points of destination, capacity of tanks or warehouses,size of inventories stored therein and other pertinent factors in selecting the factory, warehouse or warehouses from which delivery shall be made.

    14.*  Traffic Function.*  Marketing Agent shall be responsible for performing all normal traffic functionsrelating to the shipment of all Products produced at Processor's plant, and at the request of Processor, will perform the traffic function for Processor's production inputs. Direct or indirect costsof Marketing Agent associated with the performance of the traffic functions related to Products shall be as a pooled marketing expense in accordance with Section 8 of this Agreement. MarketingAgent's traffic function costs attributable to production inputs shall be allocated to the Processor or member(s) of the pool for whom the input traffic function is provided under thisSection 14.

    15.*  Information from Processor.*  Processor shall, whenever requested by Marketing Agent, furnish toMarketing Agent pooled Products production and related statistical data prepared on a daily basis, and shall make its books and records related thereto available at all reasonable times for inspectionbyMarketing Agent. Processor shall not be required to release information concerning Processor's proprietary processes or costs (other than reimbursable Asset Costs and Operating Costs (as hereinafterdefined)), which costs shall be provided in sufficient detail to satisfy Marketing Agent's reasonable requirements in connection with the reimbursements provided for in Section 16 hereof), orother confidential financial information. Processor further agrees, upon request of Marketing Agent, to furnish Marketing Agent with samples of Products for grading or selling purposes.

    16.*  Reimbursement to Processor.*  

    (a) Processorshall be reimbursed by Marketing Agent for its (i) carrying costs of assets associated with Product shipping, packaging, warehousing (including allcosts historically included by Marketing Agent as warehousing costs), and storage functions (including storage costs of thick juice from beets or desugarization), including depreciation and interest,and its (ii) operating costs associated with Product shipping, packaging, warehousing (including all costs historically included by Marketing Agent as warehousing costs) and storage functions(including storage costs of thick juice from beets or desugarization) including, without limitation, labor (including direct and indirect costs, such as employee benefits, insurance, etc.), suppliesand utilities ("Operating Costs"). Notwithstanding the foregoing, costs associated with thick juice storage shall not be charged to Marketing Agent for any month during which Processor elects to usesuch storage capacity for purposes other than thick juice storage.

    (b) Reimbursementfor Asset Costs and Operating Costs shall be made monthly and Processor shall provide monthly to Marketing Agent a breakdown of Asset and OperatingCosts. Marketing Agent shall pay to Processor the Asset and Operating Costs specified within thirty (30) days of submission of Processor's cost breakdown. In the event there is a disputeregarding the amount of such reimbursement, Marketing Agent shall pay the undisputed amount and if the parties are unable to resolve the disputed amounts within thirty (30) days from the datepayment is due, the controversy shall be resolved in the manner provided in Section 23 hereof

    17.*  Term of Agreement: Termination.*  

    (a)*  Term.*  The term of this Agreement shall commence on the date hereof and shall continue throughAugust 31, 2001 (the "initial term") and from Fiscal Year to Fiscal Year thereafter (the "renewalterms") until terminated as provided herein. "Term" shall mean the initial term and any renewal terms, as provided herein.

    (b)*  Termination by Producer by Reason of Dissent.*  During the Term, Processor shall have the right toterminate this Agreement, without penalty, by Notice delivered to Marketing Agent twelve months prior to the effective date of termination, if the Processor dissents from any of the following actionstaken by the Marketing Agent: (i) changes in Marketing Agent's strategic plan; (ii) merger of or acquisition by Marketing Agent; (iii) amendment to the Articles of Incorporationor By-Laws of Marketing Agent; or (iv) admission of a new member into the Marketing Agent.

    (c)*  Termination by Either Party After the Initial Term.*  Either party has the right to terminate thisAgreement at the end of the initial term and thereafter by giving written notice by registered mail to the other party of such termination as follows:

     (i) Noticeof termination to be effective at the conclusion of the initial term shall be given prior to May 1, 2000.
    (ii) Noticeof termination to be effective at the conclusion of a renewal term shall be given prior to May I of a given year to be effective on August 31of the subsequent year.

    (d)*  Termination Pursuant to the By-Laws of the Marketing Agent.*  In the event membership inthe Marketing Agent is terminated pursuant to the provisions of the By-Laws of the Marketing Agent, this Agreement shall terminate effective the date of termination of membership;provided, however, that the Marketing Agent shall have the obligation to purchase from Processor and the Processor shall have the obligation to sell Products in the quantities and under the paymentterms provided in this Agreement for the next succeeding twelve (12) month period following termination; further provided, that in no event shall Marketing Agent or Processor be required totake any actions that could jeopardize Marketing Agent's status as a common marketing agent under Capper-Volstead Act.

    (e)*  Performance Following Termination.*  

     (i) Followingtermination of this Agreement, as provided in clauses (a), (b), or (c) above, Processor shall have the obligation to sell its pro-ratashare of any Product for which Marketing Agent has, as of the date of notice of termination, made commitment to deliver to a third party buyer under the payment terms provided for in this Agreement.
    (ii) Therights and obligations with respect to the marketing of Processor's Products shall continue in effect until all of such pooled Products have been sold byMarketing Agent and Processor's pro-rata share of the Net Pool Price from sales of pooled Products produced by Marketing Agent's members during such years and reimbursable costs andexpenses have been distributed to Processor and Marketing Agent's members.

    (f)*  Return of Capital.*  Upon termination of this Agreement, Processor shall be entitled to have its thencapital account returned in five equal annual installments, without interest, in exchange for the cancellation of capital equities held by Processor in the Marketing Agent. Upon the return toProcessor of such capital contribution, the Marketing Agent shall cancel capital equities equal to such capital contributions.

    18.*  Marketing Commitments; Indemnifications.*  

    (a) Processorrepresents and warrants that it is not under contract or obligation to sell, market, consign or deliver any of the Products committed to the pools underthis Agreement to any other person, firm, association, corporation or other entity. Further, Processor shall defend and hold harmless Marketing Agent from any costs, claims, liabilities, suits orother proceedings or actions of any nature or kind whatsoever arising from or connected with any such prior agreement, contract or arrangement or the termination or cancellation of any prioragreements, contracts or arrangements.

    (b) MarketingAgent represents and warrants that it has the power and authority to enter into this Agreement, sell the Products committed to the pools and otherwise tofulfill its obligations under this Agreement. Further, Marketing Agent shall defend and hold harmless Processor and its employees, agents and shareholders, from any costs, claims, liabilities, suitsor other proceedings or actions of any nature or kind whatsoever arising from or connected with any sales by Marketing Agent of Products hereunder.

    19.*  Compliance with Marketing Agent's Governing Instruments.*  Processor accepts and agrees to conform toand abide by the provisions of the Articles of Incorporation and By-Laws of Marketing Agent and all amendments thereto during the Term of this Agreement.

    20.*  Marketing Allotments.*  It is the intention of the parties that all Products produced by Processorduring the Term hereof will be marketed by Marketing Agent. In the event government marketing allotments are imposed during the Term hereof, Marketing Agent will continue to market all of Processor'sProducts; provided that products in excess of Processor's allocated volume shall not be included in the Primary Pool but will be marked as part of an alternative or separate pool. It is the intentionof the parties that Processor may elect to have Product in excess of its allocation marketed by Marketing Agent in the current year (in the export market) or carried over by Marketing Agent to thenext Fiscal Year. The Net Pool Price of non-pool Product shall be determined in a manner consistent with the provisions of Sections 6. 1 and 8 of this Agreement. Marketingallotments attributable to Processor shall be the property of Processor. This provision shall survive the termination or expiration of this Agreement.

    21.*  Interdependent Agreement.*  Processor agrees that Marketing Agent shall have all rights and remediesprovided by law and in the Bylaws of Marketing Agent in the event of a breach or threatened breach by Processor of this Agreement. Marketing Agent represents that all other members either have enteredinto or will be required to enter into substantially identical member marketing agreements for the marketing of pooled Products produced by the other members.

    22.*  Force Majeure.*  

    (a) Neitherparty shall be liable to the other for failure to perform any part of this Agreement if such failure results from the occurrence of an event of ForceMajeure (as hereinafter defined), provided that the party affected by the event (i) notifies the other party of such event promptly upon learning of the occurrence of the event, such Notice (ashereinafter defined) to include the anticipated effect of such event on the performance of such party under this Agreement and (ii) uses its best efforts to minimize delays and/ornon-performance caused by such event.

    (b) Eachparty shall be completely released from all liability to the other arising as a consequence of any excused performance caused by an event of Force Majeure,including, but not limited to, all claims for incidental, special or consequential damages.

    (c) Forpurposes of this Agreement, the term "Force Majeure" shall mean any (i) fire, freeze, accident, explosion, construction delay, hurricane, flood, act ofGod, inability to obtain electric power or fuel, inability to obtain any required permits or licenses, government law, directive or regulation, or the effect of the application of any governmentallaw, directive or regulation, or any like contingency, beyond a party's reasonable ability to control or avoid; and (ii) labor dispute or strike, from whatever cause arising and regardless ofwhether the demands of the employees involved are reasonable and within the affected party's power to concede.

    23.*  Dispute Resolution.*  

    23.1  Mydispute, controversy or claim arising out of or relating to this Agreement that cannot be resolved amicably between the parties shall be finally resolved byarbitration in Chicago, Illinois, or such other location as may be mutually agreed upon, in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), asmodified by this Section 23; provided however, that the plaintiff in any claim for damages exceeding $10,000,000 may seek judicialresolution in any court of competent jurisdiction and shall not be subject to this Section 23; provided however, that the plaintiff in any claim for damages exceeding $10,000,000 may seekjudicial resolution in any court of competent jurisdiction and shall not be subject to this Section 23. Any arbitration shall be held before a panel of three (3) arbitrators mutuallyagreed to between the parties, one of whomshall be familiar with the sugar industry. If the parties are unable to agree upon the selection and appointment of arbitrators within thirty (30) days of a written demand for arbitration, thenarbitrators shall be appointed by the AAA pursuant to its Commercial Arbitration Rules.
    23.2  Inconnection with any such arbitration, the parties further agree to participate in the exchange of information and documentation through discovery pursuant tothe rules established by the arbitrators.
    23.3  Thearbitrators shall have full authority to render any form of legal or equitable relief to address the parties' dispute, including an award of monetary damagesand/or injunctive relief provided, however, that in no event shall the arbitrators have the power to include any element of punitive or exemplary damages in the arbitration award. Judgment upon anyaward for any legal or equitable relief so rendered by the arbitrators shall be considered final and binding and may be entered in any state or federal court of competent jurisdiction.

    24.*  Complete Agreement.*  The parties agree that this Agreement constitutes the complete agreement of theparties with respect to the subject matter hereto and there are no oral or other conditions, promises, representations or inducements in addition to oral variance with any of the terms hereof, andthat this contract represents the voluntary and clear understanding of both parties fully and completely.

    25.*  Assignment.*  Neither Processor nor Marketing Agent may assign this agreement without prior writtenconsent of the other party and the other members who have entered into identical pool marketing agreements with Marketing Agent.

    26.*  Waiver of Breach.*  No waiver of a breach of any of the agreements or provisions contained in thisagreement shall be construed to be a waiver of any subsequent breach of the same or of any other provision of this Agreement.

    27.*  Notices.*  Whenever notice is required by the terms hereof, it shall be given in writing by deliveryor by certified or registered mail addressed to the other party at the following address or such other address as a party shall designate by appropriate notice:

Ifto Marketing Agent:

UnitedSugars Corporation