EXHIBIT
      10.7

    


    DISTILLER'S
      GRAINS MARKETING AGREEMENT


    


    THIS
      DISTILLER'S GRAINS MARKETING AGREEMENT ("Agreement") is made and entered into
      as
      of the date set forth above the signatures to this Agreement by and between
      Hawkeye Gold, LLC, a Delaware limited liability company ("Gold"), and the entity
      whose name appears on the signature page to this Agreement
      ("Producer").

    


    RECITALS:

    


    
      	A.	
              Producer
                operates an ethanol plant located in or around the location set forth
                below Producer's signature to this Agreement (as it may be expanded
                from
                time to time, the "Plant").  

            


    

    


    
      	
              B.

            	
              Producer
                desires to sell to Gold, and Gold desires to purchase from Producer,
                all
                the dried distiller's grains ("DDG") and wet distiller's grains (including
                modified wet distiller's grains, "WDG") produced at the Plant
                (collectively, the "Distiller's Grains"), all upon and subject to
                the
                terms and conditions set forth in this
                Agreement.

            


    

    


    NOW,
      THEREFORE, in consideration of the foregoing Recitals and the agreements set
      forth in this Agreement, and for other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, Gold and Producer
      agree as follows:

    


    1. PURCHASE
      AND SALE OF DISTILLER'S GRAINS.
      Gold
      shall use commercially reasonable efforts to from time to time submit purchase
      orders or purchase contracts (each, a "Purchase Order") to Producer for
      purchases of the Distiller's Grains, all upon and subject to the terms and
      conditions of this Agreement. Gold may place a Purchase Order with Producer
      by
      email or by a written purchase order or contract in a form mutually acceptable
      to Producer and Gold. The terms of any Purchase Order may include a request
      for
      the sale and delivery of Distiller's Grains on a one-time basis or on a daily,
      weekly, monthly or other periodic basis. Each Purchase Order shall be
      irrevocable by Gold, unless and until the time at which the particular Purchase
      Order becomes a Rejected Purchase Order (as that term is defined
      below).

    


    Producer
      may accept or reject each Purchase Order, in whole, but not in part, but
      Producer may only reject a Purchase Order for and on a commercially reasonable
      basis. Producer shall notify Gold of whether Producer accepts or rejects each
      particular Purchase Order within the time period specified in the Purchase
      Order
      in question, or if no time period is specified in the Purchase Order, within
      24
      hours of Producer's receipt of the Purchase Order (in either case, the
      "Acceptance Period"), and if Producer fails to notify Gold within the Acceptance
      Period, Producer shall be deemed to have rejected the Purchase Order in
      question. Gold reserves the right to require Producer to accept or reject any
      particular Purchase Order or Purchase Orders only in writing. 


    
      
        
        

      

      
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    Any
      Purchase Order which is accepted by Producer is referred to in this Agreement
      as
      an "Accepted Purchase Order", and any Purchase Order which is rejected by
      Producer is referred to in this Agreement as a "Rejected Purchase Order".


    


    Producer
      shall not sell or otherwise dispose of any Distiller's Grains to any person
      other than Gold during the term of this Agreement, except only that if Gold
      fails to take delivery of Distiller's Grains from the Plant and such failure
      will result in the Storage Limit (as that term is defined in Section 5(c))
      being
      exceeded, then Producer may sell or otherwise dispose of only the amount of
      Distiller's Grains as are necessary to cause the Storage Limit to not be
      exceeded provided Producer gives Gold at least 24 hours prior written notice
      of
      Producer's intent to sell or dispose of any Distiller's Grains pursuant to
      this
      paragraph.

    


    Gold
      may
      purchase and otherwise deal in dried distiller's grains, wet distiller's grains
      and other products for Gold's own use or account, and Gold may also market
      and
      sell dried distiller's grains, wet distiller's grains and other products of
      other persons (including affiliates or related parties of Gold), and provide
      services to other persons, on such terms and conditions as are determined by
      Gold from time to time, but subject to Gold's compliance with Sections 14(c)
      and
      14(e).

    


    2. PURCHASE
      PRICE; PAYMENT OF PURCHASE PRICE.
      The
      purchase price payable by Gold to Producer for the Distiller's Grains which
      are
      purchased by Gold pursuant to this Agreement is as follows:

    


    (a)
       The
      purchase price for DDG shall be the F.O.B. Plant Price (as that term is defined
      below) for the DDG in question, less a marketing fee equal to the greater of
      (i)
      two percent (2%) of the F.O.B. Plant Price for the DDG, or (ii) the amount
      determined by multiplying the number of tons of DDG (rounded to the nearest
      one
      hundredth decimal point) by $1.30. 

    


    (b) The
      purchase price for WDG shall be the F.O.B. Plant Price for the WDG in question,
      less a marketing fee equal to the greater of (i) three percent (3%) of the
      F.O.B. Plant Price for the WDG, or (ii) the amount determined by multiplying
      the
      number of tons of WDG (rounded to the nearest one hundredth decimal point)
      by
      $1.00.

    


    The
      marketing fee which is retained by Gold pursuant to subparagraphs (a) and (b)
      above is at times referred to in this Agreement as the "Marketing
      Fee".

    


    The
      term
      "F.O.B. Plant Price" means the sale price and other amounts billed or invoiced
      to the Gold customer in question for the DDG or WDG in question, less both
      all
      Reimbursement Amounts and all Freight Costs (as those terms are defined below).
      

    


    The
      term
      "Reimbursement Amounts" means the sum of all amounts which were billed to the
      Gold customer in question which are for reimbursement of out-of-pocket costs
      and
      expenses of Gold. The term "Freight Costs" means all direct and indirect costs
      and expenses paid or incurred by Gold in connection with the pick-up, shipment,
      delivery or other transportation of Distiller's Grains to the Gold customer
      in
      question, including freight, insurance, express bills and terminal
      fees.


    
      
        
        

      

      
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    If
      the
      Reimbursement Amounts and the Freight Costs equal or exceed the sale price
      for
      any particular Distiller's Grains, it will be commercially reasonable for Gold
      to fail to submit a Purchase Order to Producer for those Distiller's
      Grains.

    


    Subject
      to Sections 3, 9 and 38, and to possible extension as provided in Section 5(b),
      Gold shall pay Producer for Distiller's Grains which have been delivered to
      Gold
      at the Plant during a given week (i.e. Sunday through Saturday) so that the
      payment is received by Producer on or before the second (2nd)
      following Friday which follows the close of the week in question. Each payment
      shall be accompanied by a summary which identifies the Distiller's Grains which
      are the subject of the payment and which includes the gross sales prices, the
      F.O.B. Plant Prices, the Reimbursement Amounts and the Freight Costs for each
      shipment of such Distiller's Grains. Any late payments shall accrue interest
      in
      accordance with Section 37. 

    


    3. ON-SITE
      MERCHANDISER.
      If Gold
      and Producer have both placed their initials or signature in the margin next
      to
      this Section, then Gold shall provide and maintain a fulltime Distiller's Grains
      merchandiser at the Plant (the "Merchandiser"), and Producer shall, at
      Producer's cost and expense, provide the Merchandiser with reasonable
      administrative support, office space and other facilities and supplies at the
      Plant and shall otherwise reasonably cooperate with and assist the Merchandiser.
      Producer shall also pay Gold a fee with respect to the Merchandiser of one-half
      percent (.50%) of the F.O.B. Plant Price for all Distiller's Grains purchased
      by
      Gold pursuant to this Agreement (the "Merchandiser Fee"). The Merchandiser
      Fee
      may be retained and withheld by Gold from the payments which are to be made
      by
      Gold to Producer pursuant to Section 2, or, if mutually agreed by Gold and
      Producer, Gold may invoice Producer for the Merchandiser Fee on a monthly basis.
      In the latter event, the Merchandiser Fee shall be due and payable by Producer
      within ten days of the date of Gold's invoice. The Merchandiser shall be and
      remain an employee of Gold, and Gold may designate and replace the Merchandiser
      at any time, in Gold's discretion.

    


    4. PRODUCTION
      AND LOADING SCHEDULES.
      Producer
      shall provide to Gold, by the second business day of each week, production
      schedules that will (i) estimate the Distiller's Grains production schedule
      at
      the Plant for the following six calendar weeks (the "Six Week Schedule"), and
      (ii) estimate the Distiller's Grains production schedule at the Plant for the
      six calendar weeks which follow the Six Week Schedule. Producer shall also
      provide to Gold, on a daily basis by 8:30 a.m. Central Standard Time, a status
      report regarding that day's Distiller's Grain inventory and production schedule
      for the Plant.

    


    Gold
      shall schedule the loading and shipping of all Distiller's Grains at the Plant,
      and shall provide Producer with daily or other periodic loading schedules
      specifying the quantities of Distiller's Grains to be removed from the Plant
      each day, and specifying the method of removal (i.e., by truck or rail), with
      sufficient advance notice so as to allow Producer, acting in a commercially
      reasonable manner, to timely perform Producer's drying, loading and related
      obligations under this Agreement. No loading of Distiller's Grains at the Plant
      shall occur outside of Producer's normal and ordinary course business hours
      without Producer's consent, which consent shall not be unreasonably delayed,
      withheld or conditioned.


    
      
        
        

      

      
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    Gold
      and
      Producer shall cooperate in coordinating production and loading schedules,
      including by promptly notifying the other of any changes in any production
      or
      loading schedules delivered hereunder; provided, however, that Gold shall be
      entitled to act and rely upon each Six Week Schedule provided by Producer and
      each loading schedule provided by Gold. 

    


    5. DELIVERY,
      STORAGE, LOADING, TITLE.

    


    (a) Delivery.
      The
      place of delivery for all Distiller's Grains purchased by Gold under this
      Agreement shall be F.O.B. the Plant. Producer shall grant and allow Gold and
      its
      agents (including all truck and rail carriers) access to the load out and
      storage areas for Distiller's Grains at the Plant and to the scales at the
      Plant
      in a manner and at all times reasonably necessary and appropriate for Gold
      to
      take delivery of Distiller's Grains in accordance with the loading schedules
      provided by Gold pursuant to Section 4. 

    


    (b) Producer
      Delivery Reports.
      Producer shall provide Gold each day, weekends and holidays excluded, with
      meter
      or weight certificates and, with respect to truck deliveries, bills of lading,
      for the previous day's deliveries of Distiller's Grains to Gold. The meter
      or
      weight certificates and bills of lading with respect to any deliveries which
      are
      made on a weekend or a holiday will be provided to Gold on the next succeeding
      business day. Gold shall in no event be obligated to pay for a shipment of
      Distiller's Grains until Gold has received the meter or weight certificates
      and
      also the bills of lading for such Distiller's Grains, and Gold's obligation
      to
      pay for Distiller's Grains shall be extended one week for each four days late
      that such meter or weight certificates and/or bills of lading are provided
      to
      Gold.

    


    (c) Producer
      Storage.
      Producer shall provide storage space at the Plant for not less than 8 full
      days
      of combined Distiller's Grains production at the Plant (the "Storage Limit"),
      based on the Plant's then normal operating capacity, and such storage space
      shall be continuously available for Gold's use for storage of Distiller's
      Grains, without charge to Gold. 

    


    (d) Loading.
      Subject
      to Section 6, Gold shall arrange for all trucks and railcars to be at the Plant
      for pick-up of Distiller's Grains in accordance with Gold's loading schedules
      as
      provided to Producer pursuant to Section 4. 

    


    Producer
      shall provide and supply, without charge to Gold, all facilities, equipment
      and
      labor necessary to load the Distiller's Grains into the trucks or railcars
      at
      the Plant in accordance with the loading schedules provided by Gold pursuant
      to
      Section 4. Producer agrees that all railcars shall be loaded to full visible
      capacity at the Plant. Producer shall maintain all loading facilities and
      equipment at the Plant in accordance with industry standards and in good and
      safe operating condition and repair, subject to ordinary wear and tear and
      depreciation.


    
      
        
        

      

      
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    (e) Handling
      of Distiller's Grains.
      Gold
      and Producer shall each handle the Distiller's Grains during the loading process
      in a good and workmanlike manner in accordance with the other's reasonable
      requirements and customary industry practices. 

    


    (f) Title
      and Risk of Loss.
      Subject
      to Section 9, title, risk of loss, and shipping responsibility for Distiller's
      Grains which are loaded into trucks at the Plant shall pass from Producer to
      Gold upon the loading of such Distiller's Grains into the trucks at the Plant
      and Producer's delivery to the truck carrier of a bill of lading for the
      Distiller's Grains in question. Subject to Section 9, title, risk of loss,
      and
      shipping responsibility for Distiller's Grains which are loaded into railcars
      at
      the Plant shall pass from Producer to Gold upon the loading of such Distiller's
      Grains into the railcars at the Plant and Gold's receipt of written notice
      (the
      "Railcar Loading Notice") from Producer that such Distiller's Grains have been
      loaded and are available for billing. Producer shall give each Railcar Loading
      Notice to Gold within 12 hours of the loading of the railcars in question,
      weekends and holidays excluded. A Railcar Loading Notice with respect to any
      deliveries which are made on a weekend or a holiday shall be provided to Gold
      within 12 hours of the start of the next succeeding business day.

    


    6. PRODUCER
      MUST PROVIDE RAILCARS.
      Gold
      shall consult with Producer regarding the number of railcars that may be needed
      from time to time to ship the Distiller's Grains, and Producer agrees to use
      Producer's commercially reasonable efforts to obtain access to and the use
      of
      railcars, through a railcar lease or other arrangement, for the shipment and
      transportation of the Distiller's Grains and to make such of those railcars
      as
      are designated by Producer available to Gold for the loading, shipment and
      transportation of Distiller's Grains. Gold shall not have any liability or
      responsibility with respect to or for the lease or other arrangements of
      Producer regarding the railcars. Gold shall utilize commercially reasonable
      efforts to coordinate the use of Producer's railcars in a cost effective manner,
      but Producer acknowledges that the efficient use of Producer's railcars depends
      on various factors, many of which are outside of Gold's control, including
      general market conditions for distiller's grains, general railroad and freight
      conditions, the frequency of Accepted Purchase Orders, the delivery times under
      Accepted Purchase Orders and the locations and related transportation periods
      which apply to Gold's customers for Distiller's Grains.

    


    7. QUANTITY
      OF DISTILLER'S GRAINS.
      The
      quantity of Distiller's Grains delivered to Gold under this Agreement by truck
      shall be definitively established by outbound meter and weight certificates
      obtained from meters and scales of Producer or another person that are properly
      certified as of the time of loading in accordance with any requirements imposed
      by any governmental or regulatory authorities and that otherwise comply in
      all
      material respects with all applicable laws, rules and regulations. Producer
      agrees to maintain at the Plant, in good and safe operating condition and repair
      and in accordance in all material respects with all applicable laws, rules
      and
      regulations, truck weights suitable for weighing Distiller's Grains. All costs
      and expenses incurred in connection with obtaining such certificates, and
      maintaining such truck weights, shall be borne by Producer. 


    
      
        
        

      

      
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    In
      the
      case of rail shipments, the first official railroad weights will govern and
      definitively establish the quantity of Distiller's Grains delivered to Gold
      under this Agreement.

    


    Gold
      acknowledges that the current estimated monthly production of Distiller's Grains
      at the Plant at full operation is set forth below Producer's signature to this
      Agreement, but that Producer may, but is not required to, expand the capacity
      of
      Plant. If Producer determines to expand the capacity of the Plant, Producer
      shall give Gold written notice of such expansion, and of the estimated monthly
      production of Distiller's Grains at the Plant after such expansion, at least
      six
      months before the estimated completion date of the construction activities
      related to such expansion.

    


    8. QUALITY
      OF DISTILLER'S GRAINS.
      Producer acknowledges that (i) Gold intends to sell the Distiller's Grains
      as a
      primary animal feed ingredient, (ii) the Distiller's Grains are subject to
      certain industry and governmental standards, and (iii) consistent quality is
      important to achieving an optimal sales price for the Distiller's Grains.
      Producer agrees that Producer shall use commercially reasonable efforts to
      produce and deliver Distiller's Grains of consistent quality and composition,
      and, in addition, but without limiting the generality of the foregoing, Producer
      represents and warrants to Gold that, at the time of delivery by Producer to
      Gold, all Distiller's Grains: (i) shall be suitable and safe for use as an
      animal feed ingredient, (ii) shall meet the minimum quality standards set forth
      in Exhibit "A", (iii) shall not be adulterated or misbranded within the meaning
      of the Federal Food, Drug and Cosmetic Act, as amended from time to time (the
      "Act"), and (iv) may lawfully be introduced into interstate commerce under
      the
      Act.

    


    9. REJECTION
      OF DISTILLER'S GRAINS BY GOLD.
      Gold
      may reject, before or after delivery, any Distiller's Grains that fail to
      conform to Section 8 or are otherwise unsaleable because of a failure to meet
      industry standards or the requirements of any applicable law, rule or
      regulation; provided, however, that (i) such failure shall not be caused by
      Gold, Gold's ultimate customer or another third party after Producer's delivery
      of such Distiller's Grains to Gold, and (ii) Producer must receive written
      notice of rejection of a load of Distiller's Grains on such basis from Gold
      within 48 hours of the delivery of such Distiller's Grains to the ultimate
      customer or such Distiller's Grains shall be deemed to be accepted by Gold.
      

    


    If
      any
      Distiller's Grains are seized or condemned by any governmental authority for
      any
      reason other than the failure of Gold to comply with any term of this Agreement
      (a "Governmental Seizure"), the Governmental Seizure shall automatically
      constitute a rejection by Gold of the Distiller's Grains which are the subject
      of the Governmental Seizure, and Gold shall have no obligation to offer any
      defense in connection with the Governmental Seizure. Gold shall, however, notify
      Producer of the Governmental Seizure within 12 hours of Gold receiving notice
      of
      the Governmental Seizure. Gold shall also reasonably cooperate with Producer,
      but at Producer's cost and expense, in defending against or otherwise contesting
      the Governmental Seizure. 

    


    If
      any
      Distiller's Grains are rejected by Gold in accordance with this Section (the
      "Rejected Grains"), Gold will, in the following order:


    
      
        
        

      

      
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    (a) Offer
      Producer a reasonable opportunity, but in no event to exceed 48 hours following
      rejection, to examine and take possession of the Rejected Grains, in Producer's
      discretion and at Producer's cost and expense;

    


    (b) Dispose
      of the Rejected Grains in the manner as directed by Producer, and at Producer's
      cost and expense, subject to the requirements of applicable laws, rules and
      regulations and to any customer or other third-party rights; or

    


    (c) If
      Gold
      has no reasonably available means of disposing of the Rejected Grains, and
      if
      Producer fails to direct Gold to dispose of the Rejected Grains or directs
      Gold
      to dispose of the Rejected Grains in a manner inconsistent with applicable
      laws,
      rules or regulations or with any customer or other third-party rights, then
      Gold
      may return the Rejected Grains to Producer, at Producer's cost and expense.
      

    


    Gold's
      obligation with respect to any Rejected Grains shall be fulfilled upon Producer
      taking possession of the Rejected Grains, the disposal of the Rejected Grains
      or
      the return of the Rejected Grains to Producer, as the case may be, in accordance
      with subparagraphs (a), (b) or (c) above.

    


    Producer
      shall reimburse Gold for all costs and expenses incurred by Gold for storing,
      transporting, returning, disposing of, or otherwise handling Rejected Grains,
      and Gold shall provide Producer with reasonable substantiating documentation
      for
      all such costs and expenses. Producer shall also refund any amounts paid by
      Gold
      to Producer for Rejected Grains within 10 days of the date of Producer's receipt
      of Gold's written notice of the rejection. Gold has no obligation to pay
      Producer for Rejected Grains, and Gold may deduct from payments otherwise due
      from Gold to Producer under this Agreement the amount of any reimbursable costs
      or any required refund by Producer as described above. 

    


    If
      any
      Distiller's Grains are rejected by Gold in accordance with this Section
      following the transfer of title and risk of loss to Gold under Section 5(f),
      title and risk of loss shall automatically revert to Producer effective upon
      the
      rejection of the Distiller's Grains. 

    


    10. TESTING
      AND SAMPLES.
      If
      Producer knows or has reason to believe that any Distiller's Grains do not
      comply with Section 8 or may be subject to rejection under Section 9, Producer
      shall promptly notify Gold so that such Distiller's Grains can be tested before
      entering interstate commerce. If Gold knows or has reason to believe that any
      Distiller's Grains do not comply with Section 8 or may be subject to rejection
      under Section 9, then Gold may obtain independent laboratory tests of such
      Distiller's Grains. If the test was initiated by Gold pursuant to the preceding
      sentence and if the Distiller's Grains are tested and found to comply with
      Section 8 and to not be subject to rejection, then Gold shall be responsible
      for
      the costs of testing such Distiller's Grains. Producer shall be responsible
      for
      all testing costs in all other circumstances.

    


    Producer
      will take an origin sample of Distiller's Grains from every truck and railcar
      loaded with Distiller's Grains at the Plant, using sampling methodology that
      is
      consistent with then prevailing industry standards. Producer will label the
      samples to indicate the date of loading, and will retain the samples for not
      less than six months. 


    
      
        
        

      

      
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    Producer
      shall, within 3 days of the close of each calendar week, deliver to Gold a
      composite analysis of all Distiller's Grains produced at the Plant during such
      week, and also at such other times and for such production periods as are
      requested by Gold from time to time. The composite analysis shall address,
      without limitation, the matters set forth in Exhibit "B" and shall be in a
      format reasonably acceptable to Gold and Producer. 

    


    11. GOLD
      MARKS.
      Gold
      may market and sell the Distiller's Grains under such names, marks, brands
      and
      logos as are determined by Gold from time to time, in its sole discretion
      (collectively, the "Marks"). The Marks shall at all times be the sole and
      exclusive property of Gold, and Gold reserves to itself all rights, entitlements
      and benefits of ownership and property of any kind or nature whatsoever in,
      to
      or in any way arising from or related to the Marks, including all
      goodwill.

    


    Producer
      shall not utilize any of the Marks without the prior written consent of Gold,
      which consent may be withheld in Gold's sole discretion. Any permitted use
      of
      any Mark by Producer shall not grant Producer any rights in the Mark, other
      than
      as a nonexclusive licensee, and shall in each event be (i) limited in scope,
      area, use and otherwise in accordance with the express consent as granted by
      Gold, (ii) in strict accordance with Gold's policies and requirements as
      established by Gold from time to time, in its sole discretion, regarding the
      use
      of the Marks, (ii) nonassignable and nontransferable, whether voluntarily or
      involuntarily, and (iv) terminable at any time upon the giving of written notice
      by Gold, with or without cause, and in the absence of any such written notice,
      terminated automatically and immediately upon the effective time of the
      termination of this Agreement.

    


    12. FEES
      AND EXPENSES.
      Except
      as may be otherwise stated in this Agreement, Producer shall be responsible
      for
      all fees and charges assessed or imposed on the Distiller's Grains by any
      governmental authority or industry organization with respect to the sale and
      delivery of the Distiller's Grains to Gold as contemplated by this Agreement,
      including for branding, packaging, inspection, or otherwise. If any such fees
      or
      charges are paid by Gold, Producer shall reimburse Gold for such fees and
      charges within 10
      days
      of the date of Gold's invoice therefor to Producer, which invoice shall be
      accompanied by reasonable supporting documentation. Gold shall consult with
      Producer regarding any fees or charges payable by Producer under this Section
      and the related governmental or industry requirements and
      standards.

    


    13. DUTIES
      OF PRODUCER.
      In
      addition to Producer's other duties and obligations under this Agreement,
      Producer agrees as follows: 

    


    (a) Producer
      shall cooperate with Gold in the performance of Gold's services under this
      Agreement, including by (i) providing Gold in a timely manner with any records
      or information that Gold may reasonably request from time to time as part of
      Gold's marketing of the Distiller's Grains, and (ii) furnishing any
      representative of Gold who may be working at the Plant from time to time with
      reasonable administrative support and facilities.


    
      
        
        

      

      
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    (b) Producer
      shall at all times have designated to Gold one or more employees of Producer
      who
      shall have authority to act for and on behalf of Producer under this Agreement,
      including for purposes of accepting Purchase Orders (each, a "Producer
      Representative"). Producer may change the identity of any Producer
      Representative at any time, but no change shall be effective with respect to
      Gold unless and until Gold has received written notice of such change. Any
      action taken by a Producer Representative shall bind Producer and may be relied
      upon, and acted on, by Gold without inquiry to, or confirmation from, Producer
      or any other Producer Representative. Producer's initial Producer Representative
      is identified below Producer's signature to this Agreement.

    


    (c) Producer
      shall provide Gold with not less than three months prior written notice of
      any
      change in any of the technology which is from time to time utilized at the
      Plant
      if such change may have a material effect on the Distiller's Grains, including
      on the quantity or quality of the Distiller's Grains.

    


    (d) Producer
      shall allocate Producer's production of distiller's grains among dried
      distiller's grains, wet distiller's grains and modified wet distiller's grains
      as necessary to comply with Accepted Purchase Orders and Gold's related loading
      schedules.

    


    (e) Producer
      shall perform its duties and obligations under this Agreement in a commercially
      reasonable manner and in compliance in all material respects with all
      governmental laws, rules and regulations which are applicable to Producer's
      duties and obligations under this Agreement.

    


    (f) Producer
      shall promptly, but in any event within 48 hours, advise Gold in writing of
      any
      material problems with respect to any Distiller's Grains. 

    


    (g) Producer
      shall promptly, but in any event within 48 hours, advise Gold in writing of
      any
      matter regarding any Distiller's Grains which raises an issue of compliance
      of
      the Distiller's Grains with applicable governmental laws, rules or regulations
      or industry standards.

    


    (h) Producer
      shall obtain and continuously maintain in effect any and all governmental or
      other consents, approvals, authorizations, registrations, licenses or permits
      which are necessary or appropriate for Producer to fully and timely perform
      all
      of its duties and obligations under this Agreement, including any state feed
      inspection tax and all other state licenses, permits or other approvals which
      are necessary or appropriate to market and sell the Distiller's
      Grains.

    


    (i) All
      Distiller's Grains shall be delivered and sold to Gold by Producer free and
      clear of all liens, restrictions on transferability, reservations, security
      interests, financing statements, licenses, mortgages, tax liens, charges,
      contracts of sale, mechanics' and statutory liens and all other liens, claims,
      demands, restrictions or encumbrances whatsoever.


    
      
        
        

      

      
        E-9

        
          

        

      

      
        
        

      

    

    


    14. DUTIES
      OF GOLD.
      In
      addition to Gold's other duties and obligations under this Agreement, Gold
      agrees as follows: 

    


    (a) Gold
      shall use commercially reasonable efforts to achieve the highest F.O.B. Plant
      Price available for Distiller's Grains under the prevailing market conditions
      at
      the time of sale by Gold. 

    


    (b) Gold
      shall perform its duties and obligations under this Agreement in a commercially
      reasonable manner and in compliance in all material respects with all
      governmental laws, rules and regulations which are applicable to its services
      under this Agreement.

    


    (c) In
      the
      event of a conflict of interest between the interests of Producer and one or
      more other ethanol plants from which Gold purchases dried distiller's grains
      or
      wet distiller's grains and/or markets them for sale (each, an "Other Client"),
      including in the case of a Producer Identified Purchaser (as that term is
      defined in Section 14(j)) and with respect to allocations of sales during times
      of excess supply of distiller's grains, sales price or other sales terms, Gold
      shall purchase and market the Distiller's Grains for sale in a consistent and
      commercially reasonable manner in relation to the dried distiller's grains
      and/or wet distiller's grains, as the case may be, of the Other
      Clients.

    


    (d) Gold
      will
      deliver to Producer (i) a weekly report showing all of Gold's sales of, or
      trades in, distiller's grains during the prior week, and (ii) a monthly report
      showing all then outstanding contractual commitments that Gold has in place
      regarding any Distiller's Grains. Any proprietary positions held by Gold which
      are disclosed in such reports will be identified or listed separately in such
      reports. The reports contemplated by this subparagraph need not disclose the
      names or identities of any Other Clients or other third parties to Gold's
      transactions in any distiller's grains, but Gold does not make any assurances
      that Other Clients will not be able to determine the identity of Producer or
      other Producer specific information from the reports.

    


    (e) Gold
      shall not accept for its own behalf or account any offer of a third party for
      the purchase of any dried distiller's grains or wet distiller's grains unless
      a
      corresponding purchase order from Gold has been rejected by Producer and the
      Other Clients.

    


    (f) Gold
      shall be responsible and liable for Gold's relationship and dealings with all
      third party purchasers of the Distiller's Grains from Gold, including with
      respect to and for billing, collections and account servicing and management,
      and Gold shall bear all credit and collection risk with respect to Gold's sales
      of Distiller's Grains to third parties.


    
      
        
        

      

      
        E-10

        
          

        

      

      
        
        

      

    


    (g) Gold
      shall promptly, but in any event within 48 hours, advise Producer in writing
      of
      any material problems or questions raised by any customer with respect to any
      Distiller's Grains. 

    


    (h) Gold
      shall promptly, but in any event within 48 hours, advise Producer in writing
      of
      any matter regarding the Distiller's Grains which comes to the attention of
      Gold
      which raises an issue of compliance of the Distiller's Grains with applicable
      governmental laws, rules or regulations or industry standards.

    


    (i) Gold
      shall obtain and continuously maintain in effect any and all governmental or
      other consents, approvals, authorizations, registrations, licenses or permits
      which are necessary or appropriate for Gold to fully and timely perform all
      of
      its services, duties and obligations under this Agreement.

    


    (j) Gold
      shall reasonably consult with Producer regarding (i) freight rates, (ii) prices
      and trends in the distiller's grains markets, and (iii) any bona fide purchaser
      of distiller's grains which is identified by Producer and which purchaser is
      offering to purchase distiller's grains at a price which is higher than the
      F.O.B. Plant Price last offered to Producer by Gold and for a similar amount
      of
      distiller's grains and for a similar delivery period (each, a "Producer
      Identified Purchaser").

    


    15. REPRESENTATIONS
      AND WARRANTIES OF GOLD.
      Gold
      represents and warrants to Producer as follows:

    


    (a) Gold
      is a
      limited liability company duly organized, validly existing and in good standing
      under the laws of the State of Delaware, and has and shall maintain all
      requisite power and authority to own or otherwise hold and use its property
      and
      carry on its business as now conducted and as to be conducted pursuant to this
      Agreement.

    


    (b) This
      Agreement has been duly authorized, executed and delivered by Gold, and
      constitutes the legal, valid and binding obligation of Gold, enforceable against
      Gold in accordance with its terms. Gold has and shall maintain all requisite
      power and authority to enter into and perform this Agreement, and all necessary
      actions and proceedings of Gold have been taken to authorize the execution,
      delivery and performance of this Agreement.

    


    (c) The
      execution and performance of this Agreement do not and will not conflict with,
      breach or otherwise violate any of the terms or provisions of the organizational
      or governing documents of Gold or of any agreement, document or instrument
      to
      which Gold is a party or by which Gold or any of its assets or properties are
      bound.

    


    (d) There
      is
      no civil, criminal or other litigation, action, suit, investigation, claim
      or
      demand pending or, to the knowledge of Gold, threatened, against Gold, which
      may
      have a material adverse effect upon the transactions contemplated by this
      Agreement or Gold’s ability to perform its duties and obligations under, or to
      otherwise comply with, this Agreement.


    
      
        
        

      

      
        E-11

        
          

        

      

      
        
        

      

    

    


    16. REPRESENTATIONS
      AND WARRANTIES OF PRODUCER.
      Producer represents and warrants to Gold as follows:

    


    (a) Producer
      is duly organized, validly existing and in good standing under the laws of
      the
      state under which Producer was organized, and has and shall maintain all
      requisite power and authority to own or otherwise hold and use its property
      and
      carry on its business as now conducted and as to be conducted pursuant to this
      Agreement.

    


    (b) This
      Agreement has been duly authorized, executed and delivered by Producer, and
      constitutes the legal, valid and binding obligation of Producer, enforceable
      against Producer in accordance with its terms. Producer has and shall maintain
      all requisite power and authority to enter into and perform this Agreement,
      and
      all necessary actions and proceedings of Producer have been taken to authorize
      the execution, delivery and performance of this Agreement.

    


    (c) The
      execution and performance of this Agreement do not and will not conflict with,
      breach or otherwise violate any of the terms or provisions of the organizational
      or governing documents of Producer or of any agreement, document or instrument
      to which Producer is a party or by which Producer or any of its assets or
      properties are bound.

    


    (d) There
      is
      no civil, criminal or other litigation, action, suit, investigation, claim
      or
      demand pending or, to the knowledge of Producer, threatened, against Producer,
      which may have a material adverse effect upon the transactions contemplated
      by
      this Agreement or Producer’s ability to perform its duties and obligations
      under, or to otherwise comply with, this Agreement.

    


    17. NO
      OTHER WARRANTIES.
      Except
      for the express warranties set forth in Sections 8, 15 and 16 of this Agreement,
      neither Gold nor Producer make any express warranties whatsoever regarding
      the
      Distiller's Grains or any other matter whatsoever, and Gold and Producer hereby
      exclude and disclaim in entirety all implied warranties whatsoever, including
      the implied warranties of merchantability, noninfringement and fitness for
      a
      particular purpose, with respect to all Distiller's Grains and all other matters
      whatsoever. For example, Gold makes no representation or warranty that Gold
      will
      be able to sell the Distiller's Grains at profitable prices or at
      all.

    


    18. NO
      INDIRECT DAMAGES.
      Except
      as otherwise provided below in this Section, under no circumstances or theories
      (including breach of this Agreement) will Gold or Producer be liable to the
      other for any lost profits, business or good will, or for any exemplary,
      special, incidental, consequential or indirect damages whatsoever, which are
      in
      any way related to or connected with or arise out of this Agreement (and even
      if
      Gold and/or Producer, as the case may be, knew or should have known of the
      possibility of any of those damages) including to, with or out of any
      performance or nonperformance by Gold, Producer or any Distiller's
      Grains.


    
      
        
        

      

      
        E-12

        
          

        

      

      
        
        

      

    

    


    Notwithstanding
      the foregoing or any other term of this Agreement which may appear to be the
      contrary, however, Gold and Producer acknowledge and agree that the preceding
      paragraph is not applicable to, and accordingly does not limit the scope or
      extent of Gold's or Producer's liability with respect to (i) Sections 19 or
      20;
      or (ii) any act or omission of Gold or Producer, as the case may be, or of
      their
      respective employees or agents, which is, in whole or in part, grossly negligent
      or reckless or which constitutes willful or wanton misconduct, fraud or an
      intentional tort.

    


    19. CONFIDENTIALITY.
      Gold
      and Producer acknowledge that they may have access to confidential information
      (as that term is defined below) of the other, and that it is necessary for
      the
      other to prevent the unauthorized use or disclosure of confidential information.
      Accordingly, and in further consideration for this Agreement, Gold and Producer
      covenant and agree that they shall not, during the term of this Agreement or
      at
      any time within one year following the termination of this Agreement (whether
      this Agreement is terminated by Gold, by Producer or by mutual consent, and
      for
      whatever reason or for no reason), directly or indirectly, engage in or take
      or
      refrain from taking any action or inaction which may lead to the use or
      disclosure of any confidential information of the other by or to any person,
      or
      use or disclose any confidential information of the other for their own benefit;
      provided, however, that Gold and Producer may use and disclose the other's
      confidential information during the term of this Agreement as necessary or
      appropriate to Gold's or Producer's, as the case may be, performance of their
      duties and obligations under this Agreement, including, with respect to Gold,
      its marketing and sale of the Distiller's Grains to third parties. 

    


    The
      term
      "confidential information" means all information in any form which is
      proprietary or confidential to, respectively, Gold or Producer, as the case
      may
      be, whether regarding their services, products, business or otherwise, and
      whether or not designated as such when received, obtained, compiled or observed
      by Gold or Producer, as the case may be.

    


    Notwithstanding
      the foregoing, however, the term "confidential information" shall in no event
      include any information which: (i) is already lawfully known to, or in the
      possession of, Gold or Producer, as the case may be, at the time of disclosure
      by the other; (ii) is or subsequently becomes publicly available or publicly
      known through no wrongful act of Gold or Producer, as the case may be; (iii)
      is
      disclosed or provided to Gold or Producer, as the case may be, by a person
      having the right to make an unrestricted disclosure of the information; or
      (iv)
      is developed independently by Gold or Producer, as the case may be, without
      the
      use of the other's confidential information. 



    
      
        
        

      

      
        E-13

        
          

        

      

      
        
        

      

    


    In
      addition, and notwithstanding any of the foregoing, Gold and Producer may
      disclose confidential information of the other as may be required from time
      to
      time by any court order, governmental action, legal process or by applicable
      law, rule or regulation; provided, however, that in such event they shall,
      if
      permitted under the terms of such order, action, process, law, rule or
      regulation, first give written notice to the other and shall reasonably
      cooperate, but at the other's sole cost and expense, in the other's attempt
      to
      obtain a protective order or other waiver or exclusion from the court or other
      applicable governmental or other authority. Notwithstanding the preceding
      sentence, however, Gold and Producer may, without the consent of the other,
      make
      such disclosures and filings of this Agreement and the transactions contemplated
      hereby as Gold or Producer, as the case may be, from time to time determines
      to
      be necessary or appropriate under, or as may be required in connection with,
      (i)
      the federal and applicable state securities laws, rules or regulations,
      including the Securities Exchange Act of 1934 and the various rules and
      regulations promulgated pursuant thereto; and (ii) any debt or equity financing
      as may from time to time be pursued or obtained by Gold or Producer or any
      affiliate of Gold or Producer, as the case may be, including to any prospective
      or actual lenders or investors and to actual or potential participants,
      assignees or transferees of any such lender or in connection with a foreclosure,
      assignment in lieu of foreclosure or the exercise of any rights or remedies
      by
      any such lender. Gold or Producer shall, where reasonably practicable, give
      the
      other prior written notice of the fact that they intend to make a disclosure
      pursuant to the preceding sentence. 

    


    As
      provided above, Gold's and Producer's respective obligations under this Section
      shall in all events end and terminate on the date which is one year following
      the effective date of the termination of this Agreement.

    


    Nothing
      in this Section is intended or shall be construed as requiring Gold or Producer
      to furnish any confidential information to the other, except to the extent
      necessary or appropriate for the other to perform and provide the services
      and
      duties required of such party under this Agreement.

    


    20. NONSOLICITATION
      COVENANTS.
      Gold
      and Producer shall not, respectively, during the term of this Agreement or
      at
      any time within one year of the effective date of the termination of this
      Agreement (whether this Agreement is terminated by Gold, by Producer or by
      mutual consent, and for whatever reason or for no reason), directly or
      indirectly, solicit or contact any employee of the other for purposes of
      employing or otherwise retaining such employee without the express prior written
      consent of the other, which consent may be withheld in Gold's or Producer's,
      as
      the case may be, sole discretion. This paragraph shall not, however, prohibit
      the following (i) general, nontargeted solicitation such as general
      advertisements; or (ii) discussions with any employee of the other where such
      employee initiates the contact on the employee's own initiative and without
      any
      contact, solicitation or prompting, whether directly or indirectly, by Gold
      or
      Producer, as the case may be.

    


    Without
      limiting any other rights or remedies as may be available to Gold or Producer,
      as the case may be, if Gold or Producer, as the case may be, solicits, contacts,
      employs or otherwise engages any individual in violation of the preceding
      paragraph, Gold or Producer, as the case may be, shall pay the other an amount
      equal to the total salary and other compensation that was paid by the other
      to
      the individual during the individual's last twelve months of employment or
      other
      service to the other.


    
      
        
        

      

      
        E-14

        
          

        

      

      
        
        

      

    

    


    21. REASONABLENESS
      OF COVENANTS.
      Gold
      and Producer acknowledge and agree that the covenants set forth in Section
      19
      and Section 20 are reasonable and are necessary and appropriate to protect
      the
      justifiable business interests of Gold and Producer, and are not to be limited
      or restricted in any way or found to be or held by any court or other applicable
      authority to be unenforceable or invalid because of the scope of the area,
      actions subject thereto or restricted thereby, the time period over which the
      covenants are applicable, or otherwise. Without limiting Section 35, and in
      addition thereto, in the event any of the covenants set forth in Section 19
      or
      Section 20 are deemed by a court or other applicable authority, notwithstanding
      the foregoing, to be too broad in terms of the scope of the area, actions
      subject thereto or restricted thereby, the time period over which the covenants
      are applicable, or otherwise, Gold and Producer expressly authorize and direct
      the court and/or such other applicable authority to enforce each and all of
      the
      covenants contained in Section 19 and Section 20 to the full and maximum extent
      the court or such other applicable authority, as the case may be, deems
      permissible.

    


    Gold
      and
      Producer also agree that a breach of Section 19 or Section 20 by them shall
      constitute a material breach of this Agreement for which the other will not
      have
      an adequate remedy at law, and that the other's remedies upon a breach of
      Section 19 or Section 20 by them therefore include the right to preliminary,
      temporary and permanent injunctive relief restraining them and their employees
      and agents from any further violation of Section 19 or Section 20, as the case
      may be, and without any requirement that the party pursuing such injunctive
      relief post any bond or other form of collateral or security in order to be
      able
      to pursue, obtain or maintain any such injunctive relief.

    


    22. EFFECTIVE
      DATE.
      This
      Agreement shall be effective as of the date set forth below Producer's signature
      to this Agreement (the "Effective Date"). 

    


    23.
       TERM.
      The
      initial term of this Agreement shall be for a period of two years following
      the
      Effective Date (the “Initial Term”), unless terminated earlier under Section 24.
      This Agreement shall automatically renew for successive additional one-year
      terms (each, a “Renewal Term”) following the expiration of the Initial Term or
      the Renewal Term then in effect, as the case may be, unless Gold or Producer
      gives the other written notice of their election not to renew, for whatever
      reason or for no reason, no later than 90 days prior to the end of the Initial
      Term or the Renewal Term then in effect, as the case may be. 

    


    24. TERMINATION.
      

    


    (a) Without
      Cause.
      Gold or
      Producer may terminate this Agreement after the Effective Date, with or without
      cause, for any reason or no reason, by providing the other with at least 90
      days
      prior written notice of such termination. If, however, Producer terminates
      this
      Agreement pursuant to this subparagraph during the 12 month period following
      the
      Effective Date, then Producer shall pay Gold, within 10 days of the effective
      date of the termination of this Agreement, an amount equal to the Marketing
      Fees
      retained by Gold during the three full calendar months which preceded the
      effective date of the termination of this Agreement, but in no event less than
      the termination fee amount set forth below Gold's signature to this
      Agreement.

    


    (b) For
      Cause.
      Producer and Gold shall also have the right to terminate this Agreement after
      the Effective Date as follows: 


    
      
        
        

      

      
        E-15

        
          

        

      

      
        
        

      

    

    


    (1) Producer
      may terminate this Agreement in any of the following events: (i) the failure
      by
      Gold to make any payment to Producer when due, if such nonpayment has not been
      fully cured within 5 days of Gold's receipt of written notice thereof from
      Producer; (ii) any breach or nonfulfillment of or any default under any term
      or
      condition of this Agreement by Gold (other than a payment obligation), if such
      breach, nonfulfillment or default is not fully cured by Gold within 10 days
      of
      Gold's receipt of written notice thereof from Producer; or (iii) upon the giving
      of written notice by Producer to Gold, without any opportunity for cure by
      Gold,
      in the event of the insolvency of, business failure of, appointment of a
      receiver of or for any part of the property of, assignment for the benefit
      of
      creditors by, or the commencement of any proceeding (whether voluntary or
      involuntary) under any bankruptcy, insolvency, debtor/creditor, receivership
      or
      similar or related law by or against, Gold.

    


    (2) Gold
      may
      terminate this Agreement in any of the following events: (i) the failure by
      Producer to make any payment to Gold when due, if such nonpayment has not been
      fully cured within 5 days of Producer's receipt of written notice thereof from
      Gold; (ii) any breach or nonfulfillment of or any default under any term or
      condition of this Agreement by Producer (other than a payment obligation),
      if
      such breach, nonfulfillment or default is not fully cured by Producer within
      10
      days of Producer's receipt of written notice thereof from Gold; or (iii) upon
      the giving of written notice by Gold to Producer, without any opportunity for
      cure by Producer, in the event of the insolvency of, business failure of,
      appointment of a receiver of or for any part of the property of, assignment
      for
      the benefit of creditors by, or the commencement of any proceeding (whether
      voluntary or involuntary) under any bankruptcy, insolvency, debtor/creditor,
      receivership or similar or related law by or against, Producer.

    


    This
      Agreement may also be terminated as provided in Section 27.

    


    25. EFFECT
      OF TERMINATION.
      The
      termination of this Agreement, by Gold or Producer, and for whatever reason
      or
      for no reason, shall not affect any liability or obligation of Gold or Producer
      under this Agreement which shall have accrued prior to or as a result of such
      termination, including any liability for loss or damage on account of breach,
      nor shall the termination of this Agreement (by Gold or Producer, and for
      whatever reason and for no reason) affect the terms or provisions of this
      Agreement which contemplate performance or continuing obligations beyond the
      termination of this Agreement, including the obligations of, as applicable,
      Gold
      and/or Producer under Sections 11, 19, 20, 36 and 37.

    


    Upon
      the
      termination of this Agreement by Gold or Producer, and for whatever reason
      or
      for no reason, Producer and Gold shall be and remain responsible for selling
      and
      purchasing, in accordance with the terms and conditions of this Agreement,
      any
      Distiller's Grains which are the subject of an Accepted Purchase Order which
      has
      not yet been performed on the effective date of the termination of this
      Agreement, and this Agreement shall also continue for that limited
      purpose.


    
      
        
        

      

      
        E-16

        
          

        

      

      
        
        

      

    

    


    26. AUDIT
      RIGHTS.
      Gold
      and Producer shall each maintain complete, accurate and up-to-date records
      of
      their activities with respect to, as applicable, the production, delivery,
      shipment and sale of Distiller's Grains pursuant to this Agreement
      (collectively, and in general, the "Records"). Gold and Producer shall each
      have
      the right, upon reasonable notice to the other, to examine the Records of the
      other during normal business hours for the purpose of determining the accuracy
      of any payment, statement or other document provided by the other under this
      Agreement. Gold and Producer shall maintain each of their respective Records
      for
      a period of two years from the date of the creation of the particular Record
      in
      question.

    


    If
      Gold's
      or Producer's review of the Records of the other reveals any shortages or
      deficiencies in the amount of any payments required to be made by Gold to
      Producer, or by Producer to Gold, as the case may be, pursuant to this Agreement
      (an "Unpaid Amount"), Gold or Producer, as the case may be, shall pay the Unpaid
      Amount to the other within 15 days of Gold's or Producer's, as the case may
      be,
      written notice to the other of the Unpaid Amount. The party which owes the
      Unpaid Amount is referred to as the "UA Payer," and the party to which the
      Unpaid Amount is owed is referred to as the "UA Recipient." The UA Recipient's
      written notice must include the basis for the calculation of the Unpaid Amount.
      The UA Payer shall also pay, or reimburse the UA Recipient for, the
      out-of-pocket costs and expenses incurred by the UA Recipient in connection
      with
      the review of the Records in question if such review revealed a shortage or
      deficiency of two percent (2%) or more in the aggregate amount of payments
      that
      were required to be made to the UA Recipient by the UA Payer with respect to
      the
      period of time which was the subject of the review in question. In addition,
      if
      Gold or Producer, as the case may be, review the Records of the other more
      than
      once during any six month period, and the costs and expenses of such review
      are
      not allocated to Gold or Producer pursuant to the preceding sentence, the party
      conducting the review shall reimburse the reasonable costs and expenses incurred
      by the other (including employee time) in connection with such review or reviews
      within 10 days of the receipt of an invoice therefor from the other.


    


    27. FORCE
      MAJEURE. If
      any
      term or condition of this Agreement to be performed or observed by Gold or
      Producer (other than a payment or indemnification obligation) is rendered
      impossible of performance or observance due to any force majeure or any other
      act, omission, matter, circumstance, event or occurrence beyond the commercially
      reasonable control of Gold or Producer, as the case may be (each, an
      "Impossibility Event"), the affected party shall, for so long as such
      Impossibility Event exists, be excused from such performance or observance,
      provided the affected party (i) promptly notifies the other party of the
      occurrence of the Impossibility Event, (ii) takes all such steps as are
      reasonably necessary or appropriate to terminate, remedy or otherwise
      discontinue the effects of the Impossibility Event, and (iii) recommences
      performance after the termination or discontinuance of the Impossibility Event;
      provided, however, that if after 30 days from the occurrence of the
      Impossibility Event the affected party is still unable to perform its
      obligations under this Agreement, the other party may, in such party's sole
      discretion, terminate this Agreement effective upon the giving of written notice
      to the affected party. The term "Impossibility Event" includes an actual or
      threatened act or acts of war or terrorism, fire, storm, flood, earthquake,
      acts
      of God, civil disturbances or disorders, riots, sabotage, strikes, lockouts
      and
      labor disputes; provided, however, that nothing in this Section is intended
      to
      or shall be interpreted as to require the resolution of labor disputes by
      acceding to the demands of labor when such course is inadvisable in the
      discretion of the party subject to such dispute.


    
      
        
        

      

      
        E-17

        
          

        

      

      
        
        

      

    

    


    28. ARBITRATION.
      Except
      as provided below, all controversies, disputes or claims between Gold and
      Producer in any way related to, arising out of or connected with this Agreement
      shall be resolved solely and exclusively through binding arbitration in
      accordance with the then current commercial arbitration rules of the American
      Arbitration Association. The arbitration proceeding shall be conducted in Des
      Moines, Iowa and shall be heard by one arbitrator mutually agreed to by Gold
      and
      Producer; provided, however, that if Gold and Producer are unable to agree
      on an
      arbitrator within 15 days of the date of a written demand for arbitration given
      by either Gold or Producer, then Gold and Producer shall each select one
      arbitrator, and those two arbitrators shall in turn select a third arbitrator,
      and the arbitration proceedings shall be heard and determined before those
      three
      arbitrators, with the decision of a majority of the arbitrators to
      govern.

    


    The
      arbitrator or arbitrators shall have the right to award or include in the award
      any relief deemed appropriate under the circumstances, including money damages,
      specific performance, injunctive relief and attorneys' fees and costs in
      accordance with this Agreement, but subject to Section 18.

    


    Gold
      and
      Producer agree that, in connection with any arbitration proceeding, they shall
      file any compulsory counterclaim (as defined under the federal rules of civil
      procedure) within 30 days after the date of the filing of the claim to which
      it
      relates.

    


    The
      award
      and decision of the arbitrator or arbitrators shall be conclusive and binding
      upon Gold and Producer and judgment upon the award may be entered in any court
      of competent jurisdiction.

    


    Gold
      and
      Producer shall share the costs of the arbitration equally, and shall pay their
      own attorneys' fees and other costs and expenses, except that the arbitrator
      or
      arbitrators may award costs and fees to the prevailing party as the arbitrator
      or arbitrators deem appropriate.

    


    Notwithstanding
      the foregoing, no controversy, dispute or claim in any way related to, arising
      out of or connected with Sections 19 or 20 or any action by Gold or Producer
      seeking specific performance or injunctive relief shall be subject to
      arbitration under this Section unless Gold and Producer, in their respective
      sole discretion, consent in writing to the arbitration of any such particular
      controversy, dispute or claim.

    


    29. INSURANCE.
      Gold
      and Producer shall each maintain during the term of this Agreement commercial
      general liability insurance with combined single limits of not less than
      $2,000,000. The respective commercial general liability insurance policies
      issued to Gold and to Producer must be reasonably acceptable to the other,
      and
      must (i) name the other as an additional insured, (ii) provide for a minimum
      of
      30 days written notice to the other prior to any cancellation, termination,
      nonrenewal, amendment or other change of such insurance policy, and (iii)
      provide that in the event of payment of any loss or damage the respective
      insurers will have no rights of recovery against the other. Gold and Producer
      shall, respectively, provide reasonable proof of such insurance to the other
      upon the reasonable request of the other from time to time.


    
      
        
        

      

      
        E-18

        
          

        

      

      
        
        

      

    

    


    30. ASSIGNMENT.
      This
      Agreement shall be assignable by Gold or Producer, as the case may be, only
      with
      the prior written consent of the other, which consent shall not be unreasonably
      delayed, conditioned or withheld; provided, however, that Gold and Producer
      may,
      without the consent of the other (i) assign this Agreement or any or all of
      its
      rights and obligations under this Agreement to any affiliate of Gold or
      Producer, as the case may be, (ii) assign this Agreement or any or all of its
      rights and obligations under this Agreement in connection with any sale of
      all
      or substantially all of the assets of Gold or Producer, as the case may be,
      and
      (iii) assign this Agreement as collateral, security or otherwise to any lender
      of Gold or Producer, as the case may be, and any such lender may in turn assign
      this Agreement upon any foreclosure or other exercise of any rights or remedies
      against Gold or Producer, as the case may be.

    


    31. GOVERNING
      LAW.
      This
      Agreement is entered into and is performable in material part in Iowa, and
      shall
      be governed by and construed in accordance with the laws of the State of Iowa,
      but with regard to or application of the choice of law or conflicts of law
      provisions thereof.

    


    32. TRADE
      RULES.
      All
      purchases and sales of Distiller's Grains under this Agreement shall be governed
      by the Feed Trade Rules of the National Grain and Feed Association (as amended
      from time to time, the "Trade Rules") if and only to the extent that the Trade
      Rules are expressly applicable to such purchases and sales; provided, however,
      that in the event of any conflict or inconsistency between any term or provision
      of the Trade Rules and any term or condition of this Agreement, this Agreement
      shall govern and control to the full extent of such conflict or inconsistency.
      Notwithstanding the foregoing, the Arbitration Rules of the National Grain
      and
      Feed Association shall not apply to this Agreement. 

    


    33. NOTICES.
      Subject
      to the last paragraph in this Section, all notices and demands desired or
      required to be given under this Agreement ("Notices") shall be given in writing
      and shall be given by (i) hand delivery to the address for Notices; (ii)
      delivery by overnight courier service to the address for Notices; or (iii)
      sending the Notice by United States mail, postage prepaid, certified mail,
      addressed to the address for Notices. 

    


    All
      Notices shall be deemed given and effective upon the earliest to occur of (i)
      the hand delivery of the Notice to the address for Notices, (ii) delivery by
      overnight courier service to the address for Notices, or (iii) three business
      days after the depositing of the Notice in the United States mail as provided
      in
      the foregoing paragraph.

    


    All
      Notices shall be addressed to the addresses set forth below the signatures
      to
      this Agreement or to such other person or at such other address as Gold or
      Producer may from time to time by Notice designate to the other as a place
      for
      service of Notice.



    
      
        
        

      

      
        E-19

        
          

        

      

      
        
        

      

    


    Notwithstanding
      the foregoing, production schedules, loading schedules, delivery reports, bills
      of lading, Railcar Loading Notices, rejection notices and invoices to be
      provided under this Agreement may be delivered by facsimile or email to the
      facsimile numbers or email addresses set forth below the signatures to this
      Agreement or to such other number or email address as Gold or Producer may
      from
      time to time by Notice designate to the other.

    


    34. BINDING
      EFFECT ON SUCCESSORS AND ASSIGNS.
      This
      Agreement shall be binding upon and shall inure to the benefit of Gold and
      Producer and their respective successors and permitted assigns. Nothing in
      this
      Agreement, express or implied, is intended to confer upon any person other
      than
      Gold and Producer (and their respective successors and permitted assigns) any
      rights, remedies, liabilities or obligations under or by reason of this
      Agreement. Producer acknowledges that Gold shall sell the Distiller's Grains
      to
      third parties based upon and in reliance on Producer's representations and
      warranties set forth in Section 8 and Section 13(i), but it is not intended
      that
      any such third parties shall have any direct rights or remedies against Producer
      under this Agreement.

    


    35. SEVERABILITY.
      In
      the
      event any provision of this Agreement is held invalid, illegal or unenforceable,
      in whole or in part, the remaining provisions of this Agreement shall not be
      affected thereby and shall continue to be valid and enforceable. In the event
      any provision of this Agreement is held to be invalid, illegal or unenforceable
      as written, but valid, legal and enforceable if modified, then such provision
      shall be deemed to be amended to such extent as shall be necessary for such
      provision to be valid, legal and enforceable and it shall be enforced to that
      extent.
      Any
      finding of invalidity, illegality or unenforceability in any jurisdiction shall
      not invalidate or render illegal or unenforceable such provision in any other
      jurisdiction.

    


    36. INDEMNIFICATION
      BY PRODUCER.
      Subject
      to Section 18, Producer shall
      indemnify, defend and hold Gold and Gold's affiliates, employees and agents
      harmless from and against any and all suits, actions, proceedings, claims,
      counterclaims, losses, damages, liabilities, costs and expenses (including
      attorneys' fees) in any way arising in connection with or resulting from (i)
      any
      breach or nonfulfillment of or default under any term or condition of this
      Agreement by Producer, or (ii) any act or omission of Producer which is, in
      whole or in part, grossly negligent or reckless or which constitutes willful
      or
      wanton misconduct, fraud or an intentional tort. Any payment owed by Producer
      to
      Gold under this Agreement which is not made within five days of the date on
      which the payment was due shall bear interest from the date such payment was
      due
      until it is paid at the Prime Rate as published in The Wall Street Journal
      from
      time to time, plus four percent (4%).

    


    37. INDEMNIFICATION
      BY GOLD.
      Subject
      to Section 18, Gold shall
      indemnify, defend and hold Producer and Producer's affiliates, employees and
      agents harmless from and against any and all suits, actions, proceedings,
      claims, counterclaims, losses, damages, liabilities, costs and expenses
      (including attorneys' fees) in any way arising in connection with or resulting
      from (i) any breach or nonfulfillment of or default under any term or condition
      of this Agreement by Gold, or (ii) any act or omission of Gold which is, in
      whole or in part, grossly negligent or reckless or which constitutes willful
      or
      wanton misconduct, fraud or an intentional tort. Any payment owed by Gold to
      Producer under this Agreement which is not made within five days of the date
      on
      which the payment was due shall bear interest from the date such payment was
      due
      until it is paid at the Prime Rate as published in The Wall Street Journal
      from
      time to time, plus four percent (4%).


    
      
        
        

      

      
        E-20

        
          

        

      

      
        
        

      

    

    


    38. RIGHT
      OF OFFSET.
      Gold
      has and hereby reserves the right to setoff against and withhold from any
      amounts due or owing to Producer by Gold under this Agreement any and all
      amounts of whatever kind or nature as may from time to time be due or owing
      to
      Gold from Producer and which are past due or which arise out of or under Section
      36. Producer has and hereby reserves the right to setoff against and withhold
      from any amounts due or owing to Gold by Producer under this Agreement any
      and
      all amounts of whatever kind or nature as may from time to time be due or owing
      to Producer from Gold and which are past due or which arise out of or under
      Section 37.

    


    39. NO
      WAIVER; MODIFICATIONS IN WRITING.
      No
      failure or delay on the part of Gold or Producer in exercising any right, power
      or remedy under this Agreement shall operate as a waiver thereof, nor shall
      any
      single or partial exercise of any such right, power or remedy preclude any
      other
      or further exercise thereof or the exercise of any other right, power or remedy.
      Except as provided in Section 18, the remedies provided for in this Agreement
      are cumulative and are not exclusive of any remedies that may be available
      to
      Gold or Producer at law, in equity or otherwise. No amendment, modification,
      supplement, termination or waiver of or to any provision of this Agreement,
      or
      consent to any departure therefrom, shall be effective unless the same shall
      be
      in writing and signed by Gold and Producer. Producer and Gold may amend this
      Agreement pursuant to an Accepted Purchase Order which is signed by both
      Producer and Gold and which specifically provides that specified terms of such
      Accepted Purchase Order constitute an amendment of specified terms of this
      Agreement (a "PO Amendment"). A PO Amendment and any other amendment,
      modification or supplement of or to any provision of this Agreement, any waiver
      of any provision of this Agreement, and any consent to any departure from the
      terms of any provision of this Agreement, shall be effective only in the
      specific instance and for the specific purpose for which made or given. A PO
      Amendment shall also be effective only with respect to the particular Accepted
      Purchase Order in question.

    


    40. COUNTERPARTS;
      DELIVERY BY FACSIMILE TRANSMISSION.
      This
      Agreement may be executed in counterparts (including by facsimile or email),
      each of which shall be deemed an original and shall constitute one and the
      same
      Agreement. 

    


    41. ENTIRE
      AGREEMENT.
      This
      Agreement and any exhibits and schedules to this Agreement constitute the entire
      agreement between Gold and Producer relating to the subject matters of this
      Agreement, and supersede all negotiations, preliminary agreements and all prior
      or contemporaneous discussions and understandings of Gold and Producer in
      connection with the subject matters of this Agreement. No course of dealing
      or
      usage of trade, except only as expressly provided in Section 32, shall be
      relevant or admissible to supplement, explain, or vary any of the terms of
      this
      Agreement. Gold and Producer hereby object to any additional, different or
      inconsistent terms which may be set forth in any purchase order or any other
      document that Producer or Gold, as the case may be, may at any time and from
      time to time submit to the other, and no such additional, different or
      inconsistent terms shall be a part of this Agreement or shall have any force
      or
      effect whatsoever. In the event of any conflict or inconsistency between any
      terms and conditions of this Agreement and any purchase order or any other
      document as may be submitted by Producer or Gold hereunder, the terms and
      conditions of this Agreement shall govern and control to the full extent of
      such
      conflict or inconsistency. 


    
      
        
        

      

      
        E-21

        
          

        

      

      
        
        

      

    

    


    42. RECORDING
      OF TELEPHONE
      CONVERSATIONS. Producer consents to the recording by Gold of all telephone
      conversations between Gold and Producer. Gold also consents to the recording
      by
      Producer of all telephone conversations between Producer and Gold.

    


    43. CONSTRUCTION;
      CERTAIN DEFINITIONS; GENDER AND NUMBER.
      This
      Agreement shall not be construed more strongly against Gold or Producer,
      regardless of who is more responsible for its preparation.

    


    The
      use
      of the words "herein," "hereof," "hereunder" and other similar compounds of
      the
      word "here" in this Agreement mean and refer to this entire Agreement, and
      not
      to any particular section, paragraph or provision. The words "include,"
      "includes" and "including" are used in this Agreement in a nonexclusive manner
      and fashion, that is so as to include, but without limitation, the facts, items
      or matters in question. Any references in this Agreement to a "Section,"
      "Exhibit" or "Schedule" shall, unless otherwise expressly indicated, be a
      reference to the section in this Agreement or to such exhibit or schedule to
      this Agreement. Words and phrases in this Agreement shall be construed as in
      the
      similar or plural number and as masculine, feminine or neuter gender, according
      to the context. The titles or captions of sections and paragraphs in this
      Agreement are provided for convenience of reference only, and shall not be
      considered a part of this Agreement for purposes of interpreting or applying
      this Agreement and such titles or captions do not define, limit, extend, explain
      or describe the scope of extent of this Agreement or any of its terms or
      conditions. The word "person" as used in this Agreement includes natural persons
      and all forms and types of entities.

    


    44. NATURE
      OF RELATIONSHIP.
      Nothing
      contained in this Agreement and no action taken or omitted to be taken by Gold
      or Producer pursuant to this Agreement shall be deemed to constitute Gold,
      on
      the one hand, and Producer, on the other hand, a partnership, an association,
      a
      joint venture or other entity whatsoever. Gold shall at all times be acting
      as
      an independent contractor under this Agreement, and Gold does not have the
      authority to enter into any contract or agreement on behalf of Producer, or
      otherwise bind Producer in any manner.

    


    45. TIME
      IS OF THE ESSENCE.
      Gold
      and Producer each acknowledge and agree that time is of the essence in the
      performance by them of their respective duties and obligations under this
      Agreement. 

    


    46. WAIVER
      OF JURY TRIAL; JURISDICTION.
      Without
      limiting Section 28, Producer and Gold waive any right to a jury trial in and
      with respect to any suit, action, proceeding, claim, counterclaim, demand or
      other matter whatsoever arising out of this Agreement. Producer and Gold submit
      to the nonexclusive jurisdiction of any United States or Iowa court sitting
      in
      Des Moines, Iowa in any action or proceeding arising out of or relating to
      this
      Agreement which is not subject to Section 28 and with respect to the enforcement
      of any arbitration award under Section 28.


    
      
        
        

      

      
        E-22

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, Gold and Producer have executed and entered into this Agreement
      as of the 1st day of October, 2007.


    


    
      	
              LINCOLNWAY
                ENERGY, LLC

            	 	
              HAWKEYE
                GOLD, LLC

            
	 	 	 
	 	 	 
	
              By:

            	
              /s/
                Richard Brehm

            	 	
              By:

            	
              /s/
                Byron Stewart

            
	
              Name:
                R.J. Brehm

            	 	
              Name:
                Byron Stewart

            
	
              Title:
                President

            	 	
              Title:
                Director Marketing & Transportation

            
	
              59511
                W. Lincoln Hwy.

            	 	
              P.O.
                Box 2523 - 224 S. Bell

            
	
              Nevada,
                Iowa 50201

            	 	
              Ames,
                Iowa 50010-2523

            
	
              Attn:
                Rick Brehm

            	 	
              Attn:
                Randy Ives

            
	
              Fax
                Number: 515-382-2417

            	 	
              Fax
                Number: 515-233-5902

            
	
              Email
                Address: rbrehm@lincolnwayenergy.com

            	 	
              Email
                Address: rives@hawkgold.com

            
	
              Location
                of Plant: Nevada, Iowa [Recital A]

            	 	
              Termination
                Fee Amount: $125,000 Section 24(a)]

            
	
              Monthly
                Production: 13,400 Tons [Section 7]

            	 	 
	
              Effective
                Date; October 1, 2007 [Section 22]

            	 	 
	
              Producer
                Representative: David Zimmerman

            	 	 
	
              or
                Rick Brehm [Section 12(c)]

            	 	 
	 	 	 
	
              Exhibit
                A -      Minimum
                Quality Standards [Section 8]

            
	
              Exhibit
                B -       Composite
                Analysis Matters [Section 10]

            


    

     

    
      
        
        

      

      
        E-23

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    MINIMUM
      QUALITY STANDARDS

    

      
        	 	
                Component

              	 	
                Minimum

              	 	
                Maximum

              
	
                DDG

              	
                Protein

              	 	
                26
                  %

              	 	
                N/A

              
	 	
                Fat

              	 	
                7.5
                  %

              	 	
                N/A

              
	 	
                Fiber

              	 	
                N/A

              	 	
                15
                  %

              
	 	
                Ash

              	 	
                N/A

              	 	
                5
                  %

              
	 	
                Moisture

              	 	
                10
                  %

              	 	
                13
                  %

              
	 	 	 	 	 	 
	 	
                Component

              	 	
                Minimum

              	 	
                Maximum

              
	
                WDG

              	
                Protein

              	 	
                10.5
                  %

              	 	
                N/A

              
	 	
                Fat

              	 	
                3
                  %

              	 	
                N/A

              
	 	
                Fiber

              	 	
                N/A

              	 	
                5
                  %

              
	 	
                Ash

              	 	
                N/A

              	 	
                2.5
                  %

              
	 	
                Moisture

              	 	
                60
                  %

              	 	
                N/A

              
	 	 	 	 	 	 
	 	
                Component

              	 	
                Minimum

              	 	
                Maximum

              
	
                Modified
                  WDG

              	
                Protein

              	 	
                15.0
                  %

              	 	
                N/A

              
	 	
                Fat

              	 	
                4.5
                  %

              	 	
                N/A

              
	 	
                Fiber

              	 	
                N/A

              	 	
                9.0
                  %

              
	 	
                Ash

              	 	
                N/A

              	 	
                4.0
                  %

              
	 	
                Moisture

              	 	
                50
                  %

              	 	
                55
                  %

              


      

    

     

    The
      Distiller's Grains shall have Aflatoxin levels of less than 20 pbb. The
      Distiller's Grains shall be no warmer than the higher of (i) the daily high
      of
      the ambient outside temperature or (ii) 60 degrees Fahrenheit. The Distiller's
      Grains shall not have a musty, moldy or sour smell or other commercially
      objectionable odor. The Distiller's Grains shall be cool and sweet and must
      be
      able to pour freely into the shipping container.



    
      
        
        

      

      
        E-24

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    COMPOSITE
      ANALYSIS MATTERS

    


    MOISTURE,
      % 

    DRY
      MATTER, % 

    CRUDE
      PROTEIN, % 

    A.D.
      FIBER, % 

    N.D.
      FIBER, % 

    CRUDE
      FIBER, % 

    ASH,
      %


    TOTAL
      DIGEST NUTRS., % 

    NET
      ENERGY, MAIN. 

    NET
      ENERGY, GAIN 

    NET
      ENERGY, LACT. 

    DIG.
      ENERGY, SWINE 

    MET.
      ENERGY, SWINE 

    CALCIUM,
      % 

    PHOSPHORUS,
      % 

    ACID
      FAT,
      % 

    SULFUR,
      %

    COLOR
      SCORE

    COMPLETE
      MYCOTOXINS

    COMPLETE
      AMINO ACIDS

    PARTICLE
      SIZE



    
      
        
        

      

      
        E-25