**Exhibit 10.4**
| Loan Number: 137504                                                  | Customer Name: UWGP, LLC | Due Date: June 1, 2011              |
|----------------------------------------------------------------------|--------------------------|-------------------------------------|
| W.B.A. GP 451 (4/04) 11221                                           |                     | Boxes not checked are  inapplicable |
| ©2004 Wisconsin Bankers Association/Distributed by  FIPCO® |                     |

 

**BUSINESS NOTE**

(use only for business purpose loans)
| United Wisconsin Grain Producers, LLC | May 25, 2006 | $16,040,375.75 |
|---------------------------------------|--------------|----------------|
| (MAKER)                               | (DATE)       |           |

 

**1. Promise to Pay and Payment Schedule.**Theundersigned (“Maker,” whether one or more) promises to pay to the order ofFarmers & Merchants Union Bank (“Lender”)at 159 W. James Street, PO Box226,Columbus, Wisconsin,the sum of $ 16,040,375.75, plusinterest on the unpaid principal balance, according to the followingschedule:

**59 equal payment(s) consisting of principal and interest inthe amount of $190,753.59 each beginning on July 1, 2006 and continuing monthly thereafter, and one(1) final payment consisting of the unpaid principal and all accrued interestremaining due on June 1, 2011.**

**2.Interest Calculation. **This Note bears interest on the unpaidprincipal balance before maturity:**[Check (a) or (b); only one shall apply.]**(a)    x**Fixed Rate.**At the annual rate of 7.400%.(b)    q**Variable Rate.**At the annual rate(“Note Rate’) which shall equal the Index Rate (as defined below), q plus qminus n/a

percentage points.However, the Note Rate shall not exceed n/a    %per year and shall not be less than n/a% per year, and until the first change datedescribed below the Note Rate shall be n/a % per year. The Note Rate shallbe adjusted as provided below.  The Indexrate is: n/a.

The Index Rate mayor may not be the lowest rate charged by Lender.  The Note Rate shall be adjusted only on thefollowing dates: n/a.

An adjustment inthe Note Rate will result in an increase or decreasein (1) o the amount of each payment of interest, (2) othe amount of the final payment, (3) o the number of scheduled periodic payments sufficient to repay this Notein substantially equal payments, (4) o the amount of each remainingpayment of principal and interest so that those remaining payments will besubstantially equal and sufficient to repay this Note by its scheduledmaturity date, (5) othe amount of each remaining payment of principal and interest (other than thefinal payment) so that those remaining payments will be substantially equal andsufficient to repay this Note by its scheduled maturity date based on theoriginal amortization schedule used by Lender, plus the final payment ofprincipal and interest, or (6) q  n/a.

In addition, Lender isauthorized to change the amount of periodic payments if and to the extentnecessary to pay in full all accrued interest owing on this Note. The Maker agrees to pay any resulting payments or amounts. Ifthe Index Rate ceases to be made available to Lender during the term of thisNote, Lender may substitute a comparable index.

Interest is computed:

(c)    x For the actual number of days principal is unpaid on the basis of Ta 360 day year (which means that the statedinterest rate will be divided by 360 days to arrive at a daily interestrate, and the daily interest rate will be applied to the unpaid principal forthe actual number of days principal is unpaid up to 365 days in a calendar yearand 366 days in a leap year) q 365 day year.

(d)    o For the number of daysprincipal is unpaid on the basis of a 360 day year, counting each day as 1/30thof a month and disregarding differences in lengths of months and years.

Unpaid principaland interest bear interest after maturity until paid (whether by accelerationor lapse of time) at the rate T which would otherwise be applicable under2(b) above plus 2.000  percentagepoints q of n/a % per year, computed on the same basis as the interest rate before maturity.

**3. Other****Charges.**If any payment (otherthan the final payment) is not made on or before the  10th    day after its due date, Lender may collect a delinquencycharge of  x5.00  % of the unpaid amount o $  n/a . Maker agrees to 

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pay a charge of $  10.00 foreach check presented for payment under this Note which is returned unsatisfied.

**4. Prepayment.**Full orpartial prepayment of this Note x is permitted at any time without penaltyon/a.

THIS NOTE INCLUDESADDITIONAL PROVISIONS ON PAGE 2.
|        | United Wisconsin Grain Producers, LLC   | (SEAL)             |
|--------|-----------------------------------------|--------------------|
|   | A Wisconsin Limited Liability Company   |               |
|   | (Type of Organization)                  |               |
|   |                                    |               |
|   | By:                                | /s/ Barb Bontrager | (SEAL) |
|   | Barb Bontrager, Chief Financial Officer |               |
|   |                                    |               |
|   | PO Box 247                              |               |
|   | Friesland, WI 53935 (920)-348-5016      |               |
|   | (ADDRESS) (PHONE)                       |               |
|        |                                         |                    |  |

 
| FOR LENDER CLERICAL USE ONLY                                      |   |                  |
|-------------------------------------------------------------------|--------|-----------------------|
| Class: 07 Pur: 171 Phone: 920-348-5016 SS/ID No.  39-2032455      |   | Rebecca J. Schulz/RJS |
| Coll: Mortgage dtd 5/25/06 and GBSA dtd 5/25/06 Title:  Refinance |   | Loan Officer          |

 

**ADDITIONALPROVISIONS**

**5.  Defaultand****Enforcement.**Uponthe occurrence of any one or more of the following events of default: (a) Makerfails to pay any amount when due under this Note or under any other instrumentevidencing any indebtedness of Maker to Lender, (b) any representation orwarranty made under this Note or informationprovided by Maker to Lender in connection with this Note is or was false orfraudulent in any material respect, (c) a material adverse change occurs in Maker’s financial condition, (d) Makerfails to timely observe or perform any of the covenants or duties contained inthis Note, (e) any guarantee of Maker’sobligations under this Note is revoked or becomes unenforceable for any reason,(f) Maker, Maker’s spouse or a surety or guarantor of this Note dies orceases to exist, (g) an event of default occurs under any agreement securingthis Note, or (h) Lender at any time believes in good faith that the prospect of payment or performance under thisNote, under any other instrument evidencing any indebtedness of Maker to Lenderor under any agreement securing thisNote is impaired, then the unpaid balance shall, at the option of Lender,without notice, mature and become immediately payable. The unpaid balance shall automatically mature and becomeimmediately payable in the event any Maker or any surety, indorser or guarantorfor any of Maker’s obligations underthis Note becomes the subject of bankruptcy or other insolvency proceedings.Lender’s receipt of any payment on this Note after the occurrence of an event of default shall notconstitute a waiver of the default or the Lender’s rights and remedies uponsuch default. To the extent not prohibitedby law, Maker consents that venue for any legal proceeding relating tocollection of this Note shall be, at Lender’s option, the county in which Lender has its principal office in this state, thecounty in which any Maker resides or the county in which this Note was executedand Maker submits to the jurisdiction of any such court.

**6.  Security**. This Note is secured by all existing and futuresecurity agreements and mortgages between Lender and Maker, between Lender andany indorser or guarantor of this Note, and between Lender and any otherperson providing collateral security for Maker’s obligations, and payment maybe accelerated according to any of them. Unless a lien would be prohibited bylaw or would render a nontaxable account taxable, Maker grants to Lender a security interest and lien in any deposit accountMaker may at any time have with Lender. Lender may, at any time after anoccurrence of an event of default,without notice or demand, set-off against any deposit balance or other moneynow or hereafter owed any Maker by Lender any amount unpaid under thisNote.

**7**.**  Rights of Lender**. Withoutaffecting the liability of any Maker, indorser, surety, or guarantor, Lendermay, without notice, accept partial payments, release or impair any collateralsecurity for the payment of this Note or agree not to sue any party liable onit. Lender may apply prepayments, if permitted, to such future installments asit elects. Lender may without notice to Maker apply payments made by or forMaker to any obligations of Maker to Lender. Withoutaffecting the liability of any indorser, surety or guarantor, Lender may fromtime to time, without notice, renew or extend the time for payment.

**8.  Obligationsand Agreements of****Maker.**Theobligations under this Note of all Makers are joint and several. All Makers,indorsers, sureties, and guarantors agree topay all costs of collection before and after 

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judgment, including reasonableattorneys’ fees (including those incurred in successful defense or settlement of any counterclaim broughtby Maker or incident to any action or proceeding involving Maker broughtpursuant to the United States Bankruptcy Code) and waive presentment, protest,demand and notice of dishonor. Maker agrees to indemnify and hold harmlessLender, its directors, officers,employees and agents, for, from and against any and all claims, damages,judgments, penalties, and expenses, including reasonable attorneys’ fees, arising directly or indirectlyfrom credit extended under this Note or the activities of Maker. This indemnityshall survive payment of this Note. Each Maker acknowledges that Lenderhas not made any representations or warranties with respect to, and that Lenderdoes not assume any responsibility to Makerfor, the collectability or enforceability of this Note or the financialcondition of any Maker. Each Maker has independently determined thecollectability and enforceability of this Note. Maker represents that the legalname of Maker and the address of Maker’s principal residence are as set forth on page 1. Maker shall notchange its legal name or address without providing at least 30 days priorwritten notice of the change to Lender.

**9. Interpretation**. This Note is intended by Maker and Lender as afinal expression of this Note and as a complete and exclusive statement of itsterms, there being no conditions tothe enforceability of this Note. This Note may not be supplemented or modifiedexcept in writing. This Note benefits Lender, its successors and assigns, and binds Maker and Maker’sheirs, personal representatives, successors and assigns. The validity,construction and enforcement of thisNote are governed by the internal laws of Wisconsin except to the extent suchlaws are preeempted by federal law. Invalidity or unenforceability ofany provision of this Note shall not affect the validity or enforceability ofany other provisions of this Note.
| INTEREST |   |
|----------|--------|
| PAID TO  | $      |

 
| **MO.** | ** ** | **DAY** | ** ** | **YR.** | ** ** | **DATES PAID** | ** ** | **INITIALS** | ** ** | **INTEREST** | ** ** | **PRINCIPAL** | ** ** | **BALANCE DUE** | ** ** |
|---------|------------|---------|------------|---------|------------|---------------------|------------|--------------|------------|--------------|------------|---------------|------------|----------------------|------------|
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**ADDENDUM TOBUSINESS NOTE #137504**

This Addendum is a part of theBusiness Note between United Wisconsin Grain Producers, LLC (“Maker”)and Farmers & Merchants Union Bank, Columbus, Wisconsin (“Lender”) datedMay 25, 2006.

In addition to all the terms andagreements contained in the Business Note and Term Credit Agreement the Maker also agrees to pay Lender a $20,000.00annual facility fee due each year on the anniversary date of the note.
| United Wisconsin Grain Producers, LLC   |
|-----------------------------------------|
|                                    |   |   |
| By:                                     |  /s/ Barb  Bontrager |   |
| Barb Bontrager, Chief Financial Officer |

 

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