Exhibit
10.8


DISTILLER’S
GRAIN MARKETING AGREEMENT


THIS
DISTILLER’S GRAIN MARKETING AGREEMENT (the “Agreement”), is
entered into effective as of    June
4   , 2007, by Akron Riverview Corn
Processors, LLC, an Iowa Limited Liability Company (“Seller”), and Commodity
Specialist Company, a Delaware Corporation (“Buyer”).


W I T N E S S E T
H:


WHEREAS, Seller
desires to sell and Buyer desires to purchase the Distiller’s Dried Grains with
Solubles (“DDGS”) (hereinafter DDGS is sometimes referred to as the “Products”)
output of the ethanol production plant which Seller owns in Akron, Iowa and
which is to be shipped by railcar; and


WHEREAS, Seller
and Buyer wish to agree in advance of the sale and purchase of the Products to
the price formula, payment, delivery and other terms thereof in consideration
of the mutually promised performance of the other;


NOW, THEREFORE, in
consideration of the promises and the mutual covenants and conditions herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by both parties, it is hereby
agreed:


1.             BUYER PERFORMANCE.  Buyer agrees to perform the services that it
provides for Seller in a professional and competent manner.


2.                                        PURCHASE
AND SALE.  Seller agrees to sell to
Buyer and Buyer agrees to purchase from Seller the entire bulk feed grade DDGS
output from the Plant which is to be shipped by railcar, subject to all terms
and conditions set forth in this Agreement. 
Buyer shall label all Products that are sold by Buyer and shall register
all labels with the states where such Products are sold. All DDGS that is to be shipped by any method other than railcar shall
be sold by Seller and Buyer shall have no responsibility with respect to such
DDGS.


3.             TRADE RULES.  All purchases and sales made hereunder shall
be governed by the Feed Trade Rules of the National Grain and Feed Association
unless otherwise specified.  Said Trade
Rules, are incorporated herein by reference, shall, to the extent applicable,
be a part of this Agreement as if fully set forth herein.


4.                                        TERM
AND TERMINATION.


A.            The initial term of this Agreement shall be for one year commencing as
of substantial completion and start-up of production of the Plant (the “Effective
Date”).  Start-up is anticipated to occur
in 2008.  Unless earlier
terminated in accordance with this 













Agreement, this Agreement
shall be automatically renewed for successive one (1) year terms thereafter
unless either party gives written notice to the other party of its election not
to renew not later than 60 days prior to the expiration of the then current
term.


B.            In the event that during the term of
this Agreement, or any renewal thereof, Seller materially changes the quality
of the Products produced at the Plant through the application of new technology
and equipment, either Seller or Buyer shall have the right to terminate this
Agreement upon 60 days notice. Notwithstanding such termination, Seller shall
remain liable to provide Products to Buyer in sufficient quantities, either
through the Plant or buying such product, to honor any sales contract that
Buyer may have to which Seller has consented.


5.             DELIVERY AND TITLE.


A.            The place of delivery for all Products sold pursuant to
this Agreement shall be FOB Plant.  Buyer
and Buyer’s agents shall be given access to Seller’s Plant in a manner and at
all times reasonably necessary and convenient for Buyer to take delivery as
provided herein.  Buyer shall schedule
the loading and shipping of all outbound Products purchased hereunder which is
shipped by  rail.  All labor and equipment necessary to
load  rail cars shall be supplied by
Seller without charge to Buyer.  Seller
agrees to handle all Products in a good and workmanlike manner in accordance
with Buyer’s reasonable requirements and in accordance with normal industry
practice.  Seller shall maintain the rail
loading facilities in safe operating condition in accordance with normal
industry standards.


B.            Seller shall be responsible at all times for the
quantity, quality and condition of any Products in storage at the Plant. Seller
shall not be responsible for the quantity, quality and condition of any of
Products stored by Buyer at locations other than the Plant.


C.            Buyer shall give to Seller a
schedule of quantities of the Products to be removed by rail with sufficient
advance notice reasonably to allow Seller to provide the required
services.  Seller shall provide the
labor, equipment and facilities necessary to meet Buyer’s loading schedule and,
except for any consequential or indirect damages, shall be responsible for
Buyer’s actual costs or damages resulting from Seller’s failure to do so.  Buyer shall order and supply rail cars as
scheduled for rail shipments.  All
freight charges shall be the responsibility of Buyer and shall be billed directly
to Buyer.


D.            Buyer shall provide loading orders
as necessary to permit Seller to maintain Seller’s usual production schedule,
provided, however, that Buyer shall not be responsible for failure to schedule
removal of the DDGS unless Seller shall have provided to Buyer production
schedules as follows:  Five (5) days
prior to the beginning of each calendar month during the term hereof, Seller
shall provide to Buyer a tentative schedule for production in the next calendar
month which is to be shipped by railcar. 
Seller shall inform Buyer daily of inventory and production status. For
purposes of this paragraph, 



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notification will
be sufficient if made by e-mail or facsimile as follows:


If to Buyer, to
the attention of Steve Markham, Facsimile number 612-330-9894 or email to smarkham@csc-world.com,
and


If to Seller, to
the attention of Steve Galles, Facsimile number 712-376-2815 or email to
steve.galles@littlesiouxcornprocessors.com,


Or to such other
representatives of Buyer and Seller as they may designate to the other in
writing.


E.             Title, risk of loss and full
shipping responsibility shall pass to Buyer upon loading the DDGS into rail
cars and delivering to Buyer of the bill of lading for each such shipment.


6.             PRICE AND PAYMENT


A.            Buyer agrees to pay Seller as
follows:  for all Products removed by
Buyer from the Plant a price equal to ninety eight (98%) of the FOB Plant price
actually received by Buyer from its customers, with 2% to be retained by Buyer
as its service fee, provided, however, that Buyer’s service fee shall not be
less $1.50 per ton nor shall it exceed $2.00 per ton.  The calculation on the minimum and maximum
fee payable to Buyer shall be made with respect to each weekly payment and will
not be carried over to any subsequent payments. By way of illustration, if the
2% to be retained by Buyer for any given week is less than $1.50 per ton, the
fee to be retained by Buyer shall then be $1.50 per ton.  If in subsequent
weeks the 2% is greater than $1.50 but less than $2.00, the fee shall be the
2%.  Conversely, if the 2% for any period exceeds $2.00, the fee shall
then be $2.00 per ton. If in subsequent weeks the 2% is less than $2.00 but
greater than $1.50, the fee shall be the 2%.  For purposes of this
provision, the FOB Plant price shall be the actual sale price, less all freight
costs incurred by Buyer in delivering the Product to its customer.


B.            Buyer agrees that it shall not sell
Products for delivery without the prior oral or written consent of Seller.  Buyer agrees to use commercially reasonable
efforts to achieve the highest resale price available under prevailing market
conditions.  Seller’s sole and exclusive
remedy for breach of Buyer’s obligations hereunder shall be to terminate this
Agreement. Buyer shall collect all applicable state tonnage taxes on Products
sold by Buyer and shall remit to the appropriate governmental agency.


B.            Within ten (10) days following
receipt of certified weight certificates, which certificates shall be presented
to Buyer each Thursday for all shipments during the preceding week, Buyer shall
pay Seller the full price, determined pursuant to paragraph 6(A) above, for all
properly documented shipments.  Buyer
agrees to maintain accurate sales records and to provide such records to Seller
upon request.  Seller shall have the
option to audit Buyer’s sales invoices at any time during normal business hours
and 



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during the term of
this Agreement.  If any such audit
reveals a deficiency in payment due Seller, Buyer shall immediately pay Seller
the amount of such deficiency plus interest calculated from the date such
payment should have been made at the prime rate then in effect as represented
in the Wall Street Journal.


7.             QUANTITY AND WEIGHTS.


A.            It is understood that the output of
Products shall be determined by Seller’s production schedule and that no
warranty or representation has been made by Seller as to the exact quantities
of Products to be sold pursuant to this Agreement.


B.            The quantity of Products delivered
to Buyer from Seller’s Plant shall be established by weight certificates
obtained from scale at the Plant which is certified as of the time of weighing
and which complies with all applicable laws, rules and regulations or in the
event that the scale at the Plant is inoperable then at other scales which are
certified as of the time of weighing and which comply with all applicable laws,
rules and regulations. The outbound weight certificates shall be determinative
of the quantity of Products for which Buyer is obligated to pay pursuant to
Section 6.


8.             QUALITY.


A.            Seller understands that Buyer
intends to sell the Products purchased from Seller as a primary animal feed
ingredient and that said Products are subject to minimum quality standards for
such use.  Seller agrees and warrants
that the Products produced at its Plant and delivered to Buyer will comply with
current industry standards in the feed trade.


B.            Seller warrants that all Products,
unless the parties agree otherwise, sold to Buyer hereunder shall, at the time
of delivery to Buyer, conform to the following minimum quality standard:


	
   

  	
   

  	
  Protein

  	
   

  	
  Fat

  	
   

  	
  Fiber

  	
   

  	
  Moisture

  	
   

  	
  Ash

  
	
   

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  
	
  DDGS

  	
   

  	
  25

  	
   

  	
   

  	
   

  	
  9

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  15

  	
   

  	
   

  	
   

  	
  12

  	
   

  	
   

  	
   

  	
  6

  



 


The standard for DDGS will be determined on an “as
is” basis rather than a dry weight basis. Minimum quality standards for
Solubles shall be agreed upon by the parties at a subsequent date.  Buyer may amend the foregoing minimum
quality standard upon 90 days written notice to Seller; provided, however, such
amended minimum quality standards are acceptable under current industry
standards in the feed trade industry at the time of amendment.


C.            Payment of invoice does not waive Buyer’s
rights if goods do not comply with terms or specifications of this Agreement.
Unless otherwise agreed between the parties to this Agreement, and in addition
to other remedies permitted by law, the Buyer may, without 



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obligation to pay,
reject either before or after delivery, any of the Products which when
inspected or used fail in a material way to conform to this Agreement.  Should any of the Products be seized or
condemned by any federal or state department or agency for any reason except
noncompliance by Buyer with applicable federal or state requirements, such
seizure or condemnation shall operate as a rejection by Buyer of the goods
seized or condemned and Buyer shall not be obligated to offer any defense in
connection with the seizure or condemnation. When rejection occurs before or
after delivery, at its option, Buyer may:


(1)           Dispose of the rejected goods after
first offering Seller a reasonable opportunity of examining and taking
possession thereof, if the condition of the goods reasonably appears to Buyer
to permit such delay in making disposition; or


(2)           Dispose of the rejected goods in any
manner directed by Seller which Buyer can accomplish without violation of
applicable laws, rules, regulations or property rights; or


(3)           If Buyer has no available means of
disposal of rejected goods and Seller fails to direct Buyer to dispose of it as
provided herein, Buyer may return the rejected goods to Seller, upon which
event Buyer’s obligations with respect to said rejected goods shall be deemed
fulfilled.  Title and risk of loss shall
pass to Seller promptly upon rejection by Buyer.


(4)           Seller shall reimburse Buyer for all costs
reasonably incurred by Buyer in storing, transporting, returning and disposing
of the rejected goods. Buyer shall have no obligation to pay Seller for
rejected goods and may deduct reasonable costs and expenses to be reimbursed by
Seller from amounts otherwise owed by Buyer to Seller.


(5)           If Seller produces Products which
comply with the warranty in Section C above but which do not meet applicable
industry standards, Buyer agrees to purchase such Products for resale but makes
no representation or warranty as to the price at which such Products can be
sold.  If the Products deviates so
severely from industry standard as to be unsalable, then it shall be disposed
of in the manner provided for rejected goods in Section C above.


D.            If Seller knows or reasonably
suspects that any of the Products produced at its Plant are adulterated or
misbranded, or outside of industry quality standards, Seller shall promptly so
notify Buyer so that such Products can be tested before entering interstate
commerce.  If Buyer knows or reasonably
suspects that any of the Products produced by Seller at its Plant are
adulterated, misbranded or outside of industry quality standards, then Buyer
may obtain independent laboratory tests of the affected goods. If such goods
are tested and found to comply with all warranties made by Seller herein, then
Buyer shall pay all testing costs; and if the goods are found not to comply
with such warranties, Seller will pay all testing costs.



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9.                                        RETENTION
OF SAMPLES.  Seller will take an
origin sample of Products from each rail car before it leaves the Plant using
standard sampling methodology.  Seller
will label these samples to indicate the date of shipment and the  railcar number involved.  Seller will also retain the samples and
labeling information for no less than 
one year.


10.           INSURANCE.


A.            Seller warrants to Buyer that all
employees engaged in the removal of the Products from Seller’s Plant shall be
covered as required by law by worker’s compensation and unemployment
compensation insurance.


B.            Seller agrees to maintain throughout
every term of this Agreement comprehensive general liability insurance,
including product liability coverage, with combined single limits of not less
than $2,000,000.  Seller’s policies of
comprehensive general liability insurance shall be endorsed to require at least
thirty (30) days advance notice to Buyer prior to the effective date of any
decrease in or cancellation of coverage. 
Seller shall cause Buyer to be named as an additional insured on Seller’s
insurance policy and shall provide a certificate of insurance to Buyer to
establish the coverage maintained by Seller not later than fourteen (14) days
prior to completion and start-up of production of the Plant.


C.            Buyer agrees to carry such insurance
on its vehicles operating on Seller’s property as Seller reasonably deems
appropriate.  The parties acknowledge
that Buyer may elect to self insure its vehicles.  Upon request, Buyer shall provide certificate
of insurance to Seller to establish the coverage maintained by Buyer.


D.            Notwithstanding the foregoing,
nothing herein shall be construed to constitute a waiver by either party of
claims, causes of action or other rights which either party may have or
hereafter acquire against the other for damage or injury to its agents,
employees, invitees, property, equipment or inventory, or third party claims
against the other for damage or injury to other persons or the property of
others.


11.           REPRESENTATIONS AND WARRANTIES


A.            Seller represents and warrants that
all of the Products delivered to Buyer shall not be adulterated or misbranded
within the meaning of the Federal Food, Drug and Cosmetic Act and may lawfully
be introduced into interstate commerce pursuant to the provisions of the
Act.  Seller further warrants that the Products
shall fully comply with any applicable state laws governing quality, naming and
labeling of product.  Payment of invoice
shall not constitute a waiver by Buyer of Buyer’s rights as to goods which do
not comply with this Agreement or with applicable laws and regulations.  EXCEPT AS
SPECIFICALLY STATED IN THIS AGREEMENT, SELLER MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY
OF MERCHANTABILITY OR 



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FITNNESS
FOR A PARTICULAR PURPOSE.


B.            Seller represents and warrants that
the Products delivered to Buyer shall be free and clear of liens and
encumbrances.


12.                                  EVENTS
OF DEFAULT.  The occurrence of any of
the following shall be an event of default under this Agreement:  (1) failure of either party to make payment
to the other when due; (2) default by either party in the performance of the
covenants and agreements set forth in this Agreement; (3) if either party shall
become insolvent, or make a general assignment for the benefit of creditors or
to an agent authorized to liquidate any substantial amount of its assets, or be
adjudicated bankrupt, or file a petition in bankruptcy, or apply to a court for
the appointment of a receiver for any of its assets or properties with or
without consent, and such receiver shall not be discharged within sixty (60)
days following appointment.


13.                                  REMEDIES.  Upon the happening of an Event of Default,
the parties hereto shall have all remedies available under applicable law with
respect to a Event of Default by the other party.  Without limiting the foregoing, the parties
shall have the following remedies whether in addition to or as one of the
remedies otherwise available to them; (1) to declare all amounts owed
immediately due and payable; and (2) immediately to terminate this Agreement
effective upon receipt by the party in default of the notice of termination,
provided, however, the parties shall be allowed 10 days from the date of
receipt of notice of default for to cure any default. Notwithstanding any other
provision of this Agreement, Buyer may offset against amounts otherwise owed to
Seller the price of any product which fails to conform to any requirements of
this Agreement.


14.                                  FORCE
MAJEURE.  Neither Seller nor Buyer
will be liable to the other for any failure or delay in the performance of any
obligation under this Agreement due to events beyond its reasonable control,
including, but not limited to, fire, storm, flood, earthquake, explosion, act
of the public enemy, riots, civil disorders, sabotage, strikes, lockouts, labor
disputes, labor shortages, war stoppages or slowdowns initiated by labor,
transportation embargoes, failure or shortage of materials, acts of God, or
acts or regulations or priorities of the federal, state or local government or
branches or agencies thereof.


15.           INDEMNIFICATION.


A.             Seller
shall indemnify, defend and hold Buyer and its officers, directors, employees
and agents harmless, from any and all losses, liabilities, damages, expenses
(including reasonable attorneys’ fees), costs, claims, demands, that Buyer or
its officers, directors, employees or agents may suffer, sustain or become
subject to, or as a result of (i) any misrepresentation or breach of warranty,
covenant or agreement of Seller contained herein or (ii) the Seller’s
negligence or willful misconduct.


B.             Buyer
shall indemnify, defend and hold Seller and its officer, directors, employees
and agents harmless, from any and all losses, liabilities, damages, expenses



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(including reasonable attorneys’ fees), costs, claims,
demands, that Seller or its officers, directors, employees or agents may
suffer, sustain or become subject to, or as a result of (i) any
misrepresentation or breach of warranty, covenant or agreement of Buyer
contained herein or (ii) the Buyer’s negligence or willful misconduct.


C.             Where such personal injury, death
or loss of or damage to property is the result of negligence on the part of
both Seller and Buyer, each party’s duty of indemnification shall be in
proportion to the percentage of that party’s negligence or faults.


D.             Seller acknowledges that in order
to maximize the total revenue to be generated through the sale of the Products,
Buyer may take positions by selling Products in anticipation of Seller
providing the Products provided the Seller has given verbal or written
consent.  Notwithstanding the fact that
Seller’s obligation is to provide Buyer with the output of the Plant the
parties acknowledge that Buyer may suffer losses as a result of positions taken
by Buyer if Seller discontinues operations for any reason whatsoever including
Force Majeure.  Therefore, Seller shall
indemnify, defend and hold Buyer and its officers, directors, employees and
agents harmless from any and all losses, liabilities, damages, expenses (including
reasonable attorney’s fees), costs, claims, demands that Buyer or its officers,
directors, employees, or agents may suffer, sustain or become subject to as a
result of any sale or purchase of Products taken by Buyer in anticipation of
Seller delivering the Porducts hereunder, provided Buyer has taken commercially
reasonable steps to avoid the loss. 
Seller shall not be liable for any loss resulting from Seller
discontinuing operations related to a position taken by Buyer for
deliverywithout the consent of Seller.


16.                                  GOVERNMENTAL
ACTION.  The parties recognize that
the value of the Products could change as a result of various governmental
programs, be they foreign or domestic. 
In the event that a significant value change of the Products as a result
of any such governmental program, Buyer may request re-negotiation of the
contract price for the Products by providing written notice to Seller.  Buyer shall be required to demonstrate that
the value of the Products has significantly changed in the market.  Should such a change take place, the parties
agree to negotiate, in good faith, a revised sale price for the Products.  If, after a good faith effort, the parties
are unable to agree on a new price within the 90 day period immediately
following notice to the other party, then in such event and notwithstanding the
other provisions hereof, Buyer may terminate this Agreement upon 90 days prior
written notice.


17.                                  RELATIONSHIP
OF PARTIES.  This Agreement creates
no relationship other than that of buyer and seller between the parties
hereto.  Specifically, there is no
agency, partnership, joint venture or other joint or mutual enterprise or
undertaking created hereby.  Nothing
contained in this Agreement authorizes one party to act for or on behalf of the
other and neither party is entitled to commissions from the other.



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18.           MISCELLANEOUS.


A.            This writing is intended by the
parties as a final expression of their agreement and a complete and exclusive
statement of the terms thereof.


B.            No course of prior dealings between
the parties and no usage of trade, except where expressly incorporated by
reference, shall be relevant or admissible to supplement, explain, or vary any
of the terms of this Agreement.


C.            Acceptance of, or acquiescence in, a
course of performance rendered under this or any prior agreement shall not be
relevant or admissible to determine the meaning of this Agreement even though
the accepting or acquiescing party has knowledge of the nature or the
performance and an opportunity to make objection.


D.            No representations, understandings
or agreements have been made or relied upon in the making of this Agreement
other than as specifically set forth herein.


E.             This Agreement can only be modified
by a writing signed by all of the parties or their duly authorized agents.


F.             The paragraph headings herein are
for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.


G.            This Agreement shall be construed
and performed in accordance with the laws of the State of Iowa.


H.            The respective rights, obligations
and liabilities of the parties under this Agreement are not assignable or
delegable without the prior written consent of the other party.


I.              Notice shall be deemed to have
been given to the party to whom it is addressed ninety-six (96) hours after it
is deposited in certified U.S. mail, postage prepaid, return receipt requested,
addressed as follows:


	
  

  	
  Buyer:

  	
  Commodity Specialist Company

  
	
   

  	
   

  	
  310 Grain
  Exchange Bldg.

  
	
   

  	
   

  	
  400 South Fourth
  Street

  
	
   

  	
   

  	
  Minneapolis,
  Minnesota 55415

  
	
   

  	
   

  	
  ATTN: Steve J.
  Markham

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Seller:

  	
  Akron Riverview Corn Processors, LLC

  
	
   

  	
   

  	
  4808 F. Avenue

  
	
   

  	
   

  	
  Marcus, Iowa
  51035

  
	
   

  	
   

  	
  ATTN: Steve Roe

  



 



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  Copy To:

  	
  Tina Thompson, Esq.

  
	
   

  	
   

  	
  Brown, Winick,
  Graves, Gross

  
	
   

  	
   

  	
  Baskerville and
  Schoenbaum, PLC

  
	
   

  	
   

  	
  Suite 2000 Ruan
  Center

  
	
   

  	
   

  	
  666 Grand Avenue

  
	
   

  	
   

  	
  Des Moines, Iowa
  50309

  



 


IN WITNESS
THEREOF, the parties have caused this Agreement to be executed the day and year
first above written.


	
   

  	
  COMMODITY SPECIALISTS COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
       /s Philip Nindau

  
	
   

  	
  Title

  	
       Co-President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AKRON RIVERVIEW CORN PROCESSORS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
       /s/ Stephen G. Roe

  
	
   

  	
  Title

  	
       President

  
				



 



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