Exhibit
10.15

    


    GPTG
ETHANOL MARKETING AGREEMENT

    


    This
Ethanol Marketing Agreement ("Agreement") is made and entered into as of
this  25th day of
September, 2009 by and between Lincolnway Energy, LLC ("Producer"), an Iowa
limited liability company, and Green Plains Trade Group LLC, a Delaware limited
liability company ("GPTG") (each a "Party", and collectively the "Parties"), but
this Agreement shall not become effective for purposes of commencing
transactions under and pursuant to this Agreement until the Effective Date (as
that term is defined in Section 14).

     

    In
consideration of the mutual terms and conditions contained herein, the Parties
agree as follows:

     

    
      	
               
      

            	
              1.

            	
              Term and
      Termination: The initial term of this Agreement (the "Initial
      Term") shall be for a period of *, commencing on the date hereof, unless
      this Agreement is earlier terminated as provided
      below.  Following the Initial Term, this Agreement shall
      automatically renew for successive * terms (each a "Renewal Term"), unless
      terminated on the expiration date of the Initial Term or any Renewal Term,
      in each case by either Party with at least ninety (90) days written notice
      prior to such expiration date, or unless this Agreement is earlier
      terminated as provided below.

            


    

     

    In the
event either Party is in breach of any term, condition or obligation under this
Agreement (the "Breaching Party"), the other Party (the "Non-Breaching Party")
shall have the right to terminate this Agreement by proceeding as
follows:  The Non-Breaching Party shall provide written notice to the
Breaching Party of such breach, which notice shall include a reasonably detailed
description of such breach.  The Breaching Party shall have thirty
(30) days from receipt of such notice to remedy such breach, or in the case of a
breach involving a failure to make any payments which are required by this
Agreement by the due date, then the Breaching Party will have three (3) days
after receiving the written notice to cure the breach (in either case, the "Cure
Period").  If the Breaching Party remedies such breach within the
applicable Cure Period, this Agreement shall not terminate but rather shall
continue in full force and effect.  If the Breaching Party does not
remedy such breach within the applicable Cure Period, this Agreement may, at the
option of the Non-Breaching Party, be immediately terminated at any time within
the sixty (60) days following the end of the applicable Cure Period, effective
upon the giving of written notice from the Non-Breaching Party to the Breaching
Party.  The failure of the Non-Breaching Party to so terminate this
Agreement within such sixty (60) day period shall be deemed a waiver of such
termination option with respect to the breach in question, but not a waiver of
the Non-Breaching Party's right to pursue all other rights and remedies as may
be available to the Non-Breaching Party under this Agreement, at law, in equity
or otherwise with respect to the breach in question.

     

    
      
        

      

       

      
        	
                * 

              	
                Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

              


      

    


    
      
         


      

      
        E-1

        
          

        

      

      
         


      

    

     

    Notwithstanding
the preceding paragraph, this Agreement may be terminated by the Non-Breaching
Party, effective upon the giving of written notice to the Breaching Party, and
without any opportunity for cure by the Breaching Party, if the Non-Breaching
Party has provided the Breaching Party with bona fide written notices pursuant
to the preceding paragraph on at least three or more prior occasions during the
one year period immediately preceding the date of the giving of the current
notice of breach, and regardless of whether such prior breaches were cured by
the Breaching Party.

     

    In
addition to the foregoing, this Agreement may be terminated under the following
circumstances:  (a) if either Party engages in unethical, illegal or
intentional misconduct reasonably likely to result in material adverse
consequences to the other Party, the Party harmed or likely to be harmed by the
misconduct may immediately terminate this Agreement upon written notice to the
Party engaging in the misconduct; or (b) in the event of a Party's bankruptcy,
assignment for the benefit of creditors, admission in writing of its inability
to pay debts generally, or its liquidation, insolvency or dissolution, the other
Party may terminate this Agreement at any time within thirty (30) days of the
date on which such Party becomes aware of such occurrence, with such termination
to be effective immediately upon the giving of written notice
thereof.

     

    Producer
may also terminate this Agreement as provided in Section 7.A of this
Agreement.

     

    The
termination of this Agreement, by GPTG or Producer, and for whatever reason,
shall not affect any liability or obligation of GPTG 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 GPTG or Producer, and for whatever reason)
affect any of 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, GPTG and/or Producer under Sections
7.C, 7.D and 29.

     

    Upon the
termination of this Agreement by GPTG or Producer, and for whatever reason,
Producer agrees to accept and GPTG agrees to assign, to the extent it may
legally do so, any and all outstanding sales contracts or bids of GPTG from
third parties which correlate to any Accepted Purchase Orders (as that term is
defined in Section 5.B.) on the effective date of the termination of this
Agreement, and GPTG shall provide Producer with copies of such sales contracts,
bids and any related documentation.  GPTG shall not receive any fees
or other payments with respect to any such sales contracts or bids or Accepted
Purchase Orders.  If GPTG may not legally assign to Producer a sales
contract or bid of GPTG from a third party which correlates to an Accepted
Purchase Order on the effective date of the termination of this Agreement, then
GPTG and Producer shall be and remain responsible for purchasing and selling, in
accordance with the terms of this Agreement, the Ethanol which is the subject of
such Accepted Purchase Order, and this Agreement shall also continue for that
limited purpose; provided, however, that if this Agreement was terminated by
Producer by reason of a breach of this Agreement by GPTG, then Producer may, in
its sole discretion, require payment in advance for all Ethanol which will be
picked up by GPTG after the effective date of the termination of this
Agreement.

     

    
      
        
          

        

         

        
          	
                  * 

                	
                  Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

                


        

      

    


    
      
         


      

      
        E-2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.

            	
              Quantity and
      Quality:

            


    

     

    
      	
               
      

            	
              A.

            	
              Except
      as provided in subparagraph B. immediately below, Producer shall sell
      exclusively to GPTG and GPTG shall purchase from Producer the total output
      of fuel grade ethanol ("Ethanol") produced at Producer's Nevada, Iowa
      facility ("Plant").  All Ethanol shall be delivered FOB the
      Plant, and title and all risk of loss shall pass to GPTG at the Title
      Transfer Point (as defined in Section 5.E.).  Ethanol produced
      for the intended use as an alternative or racing fuel shall not be
      excluded from this Agreement.

            


    

     

    
      	
               
      

            	
              B.

            	
              Notwithstanding
      subparagraph A above or any other term or condition of this Agreement
      which may appear to be to the contrary, (i) if GPTG fails to purchase or
      to take delivery of any Ethanol from the Plant, for any reason whatsoever
      (including by reason of any Impossibility Event, as that term is defined
      in Section 10) and such failure results in, or may reasonably be
      anticipated to result in, Producer's Storage Capacity (as that term is
      defined in Section 4.G) being exceeded, then Producer may sell or
      otherwise dispose of the amount of Ethanol which Producer determines is
      necessary to cause Producer's Storage Capacity to not be exceeded during
      the following five (5) day period, and (ii) Producer may sell or otherwise
      dispose of any Ethanol which is the subject of any Rejected Purchase Order
      (as that term is defined in Section 5.B).  Any such sales of
      Ethanol by Producer may be to such persons and on such terms as are
      determined by Producer, in its sole discretion, and may be made by
      Producer even if the Ethanol in question is otherwise the subject of an
      Accepted Purchase Order.  Notwithstanding the foregoing,
      Producer acknowledges that it remains obligated on such Accepted Purchase
      Orders.  GPTG also acknowledges that Producer has a contract
      with another ethanol marketer that will terminate on October 1, 2009, and
      that Producer may sell Ethanol to such other marketer to the extent
      necessary to comply with the terms of that other agreement and as
      otherwise necessary to satisfy and fulfill any obligations upon Producer
      under such agreement to sell Ethanol to such other
    marketer.

            


    

     

    
      
        

      

       

      
        	
                * 

              	
                Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

              


      

    


    
      
         


      

      
        E-3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              3.

            	
              GPTG
      shall:

            


    

     

    
      	
               
      

            	
              A.

            	
              Market
      and purchase all of the Ethanol produced by Producer at the Plant, at the
      price outlined in Section 5;

            


    

     

    
      	
               
      

            	
              B.

            	
              Remit
      payment to Producer for the Ethanol as provided in Section
    5;

            


    

     

    
      	
               
      

            	
              C.

            	
              Be
      responsible for the scheduling of all shipments of the Ethanol, including,
      without limitation, for arranging and providing for the pick-up at the
      Plant of all Ethanol purchased by GPTG under this Agreement by truck
      carrier or by railcar carrier (in either event, each a "GPTG Carrier") and
      for the subsequent shipment and delivery of all such Ethanol by each GPTG
      Carrier to whatever locations are desired by
  GPTG;

            


    

     

    
      	
               
      

            	
              D.

            	
              Provide
      Producer with such reports and information as Producer may reasonably
      request from time to time including, but not limited to, (i) detailed
      accounting reports, (ii) reconciled settlement
      statements,  (iii) market and pricing reports, and (iv) daily
      price reports and contract
balances;

            


    

     

    
      	
               
      

            	
              E.

            	
              Be
      responsible for complying with all laws, rules, regulations and orders,
      and industry standards, regarding the transportation and shipment of all
      Ethanol and otherwise with respect to GPTG's activities under or pursuant
      to this Agreement, including, without limitation, maintaining in effect
      all necessary or appropriate governmental licenses, permits, consents or
      other approvals; and

            


    

     

    
      	
               
      

            	
              F.

            	
              Have
      sole responsibility and liability for the collection of all of GPTG's
      accounts, and any delinquencies in any of GPTG's accounts shall not affect
      GPTG's payment obligations to Producer under this
    Agreement.

            


    

     

    
      	
               
      

            	
              4.

            	
              Producer
      shall:

            


    

     

    
      	
               
      

            	
              A.

            	
              Provide
      GPTG (by fax, email or other method mutually acceptable to Producer and
      GPTG) with a twelve month production forecast on the date of this
      Agreement and on or before each one year anniversary of the date of this
      Agreement, a weekly update to the then current rolling twelve month
      production forecast within four (4) days of the close of each calendar
      week, daily plant inventory balances (by no later than noon on each day,
      excluding weekends and Producer recognized holidays), pickup information,
      and other information reasonably requested by
  GPTG;

            


    

     

    
      
        

      

       

      
        	
                * 

              	
                Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

              


      

    


    
      
         


      

      
        E-4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              B.

            	
              Producer
      shall use its commercially reasonable efforts to meet the monthly
      production estimates reflected in the then-current twelve month production
      forecast; provided, however, that nothing in this Agreement is intended
      to, nor shall be interpreted as, in any way limiting or restricting
      Producer's right, in its sole discretion, to manage Producer's business in
      all respects, including determining Producer's level of production of
      Ethanol at the Plant from time to time and based upon such factors or
      considerations as are determined to be relevant by Producer from time to
      time, such that Producer may revise its then current twelve month
      production forecast in such manner and by such amounts as are determined
      by Producer, in its sole discretion, in each weekly update provided by
      Producer;

            


    

     

    
      	
               
      

            	
              C.

            	
              Notify
      GPTG promptly of any material unscheduled shut-down, suspension or
      significant decrease in production at the Plant that was not reported in
      the rolling twelve month production forecasts or weekly updates provided
      under Section 4.A. above;

            


    

     

    
      	
               
      

            	
              D.

            	
              Provide
      to GPTG certificates of analysis of the Ethanol sold to GPTG in a form and
      content mutually acceptable to Producer and GPTG, but no such certificate
      of analysis shall be deemed to be a representation or warranty by Producer
      with respect to any Ethanol or any other matter
  whatsoever;

            


    

     

    
      	
               
      

            	
              E.

            	
              Producer
      shall, at its expense, provide or cause to be provided all testing and
      related test equipment at or in the vicinity of the Plant which is
      necessary to determine the accuracy of the certificates of analysis
      contemplated by subparagraph D. above, and GPTG or its representative
      shall, at GPTG'S expense, have the right to perform periodic tests to
      determine the accuracy of such certificates of
  analysis;

            


    

     

    
      	
               
      

            	
              F.

            	
              Provide
      the labor and Plant equipment necessary to load the Ethanol into the
      trucks or railcars of the GPTG Carriers at the Plant; provide the
      documentation reasonably requested by GPTG (such as bills of lading) in
      order to meet the requirements of any federal or state law, rule or
      regulation related to the shipment of the Ethanol; visually inspect, in
      accordance with normal industry practice, and prior to loading at the
      Plant, the railcars for compliance with any applicable U.S. Department of
      Transportation requirements; and be responsible for compliance with all
      federal, state and local rules, regulations and requirements regarding the
      loading of Ethanol into the trucks or railcars at the
    Plant;

            


    

     

    
      	
               
      

            	
              G.

            	
              Provide
      for a minimum of ten (10) days storage based on an annual nameplate
      capacity of 50 MGPY on Producer's premises (the "Storage
      Capacity");

            


    

     

    
      	
               
      

            	
              H.

            	
              For
      all gallons of Ethanol sold to GPTG, use certified meters or weight-scales
      that provide both gross and net 60° Fahrenheit temperature compensated
      gallons; and

            


    

     

    
      
        

      

       

      
        	
                * 

              	
                Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

              


      

    


    
      
         


      

      
        E-5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              I.

            	
              Provide
      any of the information to be provided by Producer pursuant to this Section
      4 to GPTG in electronic form, if such information is available in such
      form.

            


    

     

    
      	
               
      

            	
              5.

            	
              Marketing/Pricing/Risk
      of loss/Payment

            


    

     

    
      	
               
      

            	
              A.

            	
              Marketing:  Since
      GPTG shall have the exclusive right to market all of the Ethanol produced
      by Producer, GPTG agrees to use commercially reasonable efforts to market
      all such Ethanol and be responsible for the marketing, sale and delivery
      of all of the production of Ethanol from the Plant during the term of this
      Agreement, including, but not limited
to:

            


    

     

    
      	
               
      

            	
              ·

            	
              Scheduling
      sufficient railcar, tank trucks and other transport as may be needed to
      handle said production;

            


    

    
      	
               
      

            	
              ·

            	
              Negotiating
      the rates and tariffs to be charged for delivery of such production to
      GPTG's customers;

            


    

    
      	
               
      

            	
              ·

            	
              Promoting
      and advertising the sale of fuel grade ethanol as
    appropriate;

            


    

    
      	
               
      

            	
              ·

            	
              Ascertaining
      that such production is delivered where contracted and intended;
      and

            


    

    
      	
               
      

            	
              ·

            	
              Handling
      all purchase agreements with GPTG's customers and any complaints in
      connection therewith.

            


    

    


    GPTG
acknowledges that Producer may produce Ethanol in excess of the amounts set out
in Producer's then current production forecast as provided by Producer pursuant
to Section 4.A, and GPTG shall have the obligation to market and purchase all
Ethanol which may from time to time be produced in excess of the amounts set
forth in Producer's then current production forecast, all upon the terms and
conditions set forth in this Agreement.

    


    GPTG also
acknowledges that the Ethanol is intended solely for use in connection with
fuel.

    


    
      	
               
      

            	
              B.

            	
              Price; Approval of
      Purchase Orders.  GPTG will use commercially reasonable
      and diligent efforts to obtain the best price for all Ethanol. Producer
      acknowledges and agrees that it is not a party to any Ethanol sales
      contract with any third party purchaser from GPTG.  As is also
      noted below, to the extent Producer does not agree to any purchase orders
      presented by GPTG, GPTG shall be relieved of any obligations hereunder to
      market such Ethanol. Notwithstanding the foregoing, should GPTG directly
      cause an inventory or production constraint for Producer, then GPTG shall
      be relieved of any obligation to market the number of gallons of Ethanol
      that Producer has notified GPTG that Producer intends to liquidate, but
      GPTG shall remain responsible to market all remaining Ethanol production
      in accordance with this Agreement.

            


    

     

    
      
        

      

       

      
        	
                * 

              	
                Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

              


      

    


    
      
         


      

      
        E-6

        
          

        

      

      
         


      

    

     

    GPTG
shall submit purchase orders for the purchase of Ethanol (each, a "Purchase
Order") to Producer on such a periodic basis as is necessary to permit Producer
to operate at and maintain a production schedule which is consistent with the
production schedules provided to GPTG by Producer pursuant to Section 4.A. and
otherwise with such sufficient advance notice so as to reasonably allow Producer
to determine that the Storage Capacity will not be exceeded and for Producer to
be able to provide the services contemplated by Section 4.F.

     

    GPTG must
direct and submit Purchase Orders to the applicable Producer Representative (as
that term is defined in Section 16) who is designated by Producer from time to
time.  GPTG shall submit Purchase Orders to Producer pursuant to such
methods as are reasonably agreed to by GPTG and Producer from time to time, but
which may include fax and/or email to the Producer Representative or Producer
Representatives who are designated by Producer from time to
time.  Each Purchase Order shall be in form and content mutually
acceptable to GPTG and Producer, but each Purchase Order must include GPTG's
contract selling price for the Ethanol in question, the delivery location for
the Ethanol in question, the method of delivery (i.e. by truck or railcar) and
the pickup date or dates for the Ethanol in question at the
Plant.  Each Purchase Order shall be subject to Section
17.

    


    GPTG will
submit each Purchase Order to the applicable Producer
Representative.  Producer may accept or reject each Purchase Order, in
Producer's sole discretion, but if Producer fails to advise GPTG of Producer's
acceptance of a Purchase Order, Producer shall be deemed to have rejected the
Purchase Order in question.  A Purchase Order which has been accepted
by Producer is at times referred to in this Agreement as an "Accepted Purchase
Order", and a Purchase Order which has been rejected by Producer (including a
Purchase Order which is deemed to be rejected by Producer as provided in the
preceding sentence) is at times referred to in this Agreement as a "Rejected
Purchase Order".  GPTG shall be relieved of the obligation hereunder
to further market the Ethanol which is the subject of a Rejected Purchase Order
and Producer shall have the right to sell or otherwise dispose of such Ethanol
to such persons and on such terms as are determined by Producer, as provided in
Section 2.B.

     

    
      
        

      

       

      
        	
                * 

              	
                Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

              


      

    

     

    
      
         


      

      
        E-7

        
          

        

      

      
         


      

    


    Without
limiting GPTG's obligation to use commercially reasonable and diligent efforts
to obtain the best price for all Ethanol, and in addition thereto, GPTG agrees
that Schedule 1 to this Agreement sets forth the minimum purchase price that
GPTG shall pay to Producer for the number of gallons of Ethanol set forth in
Schedule 1 on a daily, monthly and quarterly basis.  Producer
therefore may in all events, at any time and from time to time, upon demand by
Producer, which demand may be made by Producer in Producer's sole discretion,
require GPTG to provide Producer with Purchase Orders on a daily, monthly and/or
a quarterly basis which are consistent with the requirements set forth in
Schedule 1.  As indicated, Producer may make such demand at any time
and from time to time, and upon each such demand by Producer, GPTG shall submit
Purchase Orders to Producer in accordance with Producer's demand.

    


    If
Producer agrees, in Producer's sole discretion, to enter into transactions with
GPTG for the arbitrage of replacement gallons of ethanol, GPTG agrees that the
incremental profit on such repurchased gallons shall be paid to Producer, in
accordance with the payment provisions of Section 5.G, less the per gallon fee
set forth in Section 5.F on such replacement gallons.

    


    
      	
               
      

            	
              C.

            	
              Net Selling
      Price.  The per gallon price Producer shall receive for
      the Ethanol sold to GPTG under this Agreement shall be the Net Selling
      Price (as that term is defined below).  The term "Net Selling
      Price" means GPTG's per gallon contract selling price for the Ethanol in
      question, which shall be the price set forth in the Purchase Order
      presented to Producer pursuant to Section 5.B above, less all direct costs
      (on a per gallon basis) incurred by GPTG in conjunction with the handling,
      movement, delivery and shipment of such Ethanol from GPTG to the original
      purchaser, including but not limited to terminal lease charges, throughput
      charges, terminal shrinkage costs, freight charges, tariffs, costs of
      leasing railcars, trucks, river barges and ocean going vessels (all at
      cost), government taxes and assessments, insurance, inspection fees,
      working capital carrying costs, costs associated with RINS management, and
      costs of purchasing and delivering replacement ethanol in the event of
      Producer's failure to provide Ethanol in accordance with an Accepted
      Purchase Order, including any such failure caused by any Impossibility
      Event or for any other reason.

            


    

     

    
      	
               
      

            	
              D.

            	
              Estimated Net
      Price.  GPTG and Producer shall jointly determine the
      estimated monthly Net Selling Price (on a per gallon basis) (the
      "Estimated Monthly Netback") for each calendar month.  GPTG and
      Producer shall determine the Estimated Monthly Netback on or before the
      first business day of each calendar month.  GPTG and Producer
      acknowledge that the intent is to establish the Estimated Monthly Netback
      to be within 5% or less of the final actual Net Selling Price (on a per
      gallon basis) for the month (the "Equalized Netback").  The
      Estimated Monthly Netback and the Equalized Netback shall be utilized for
      making payments to Producer as provided in Section 5.G
    below.

            


    

     

    
      
        

      

       

      
        	
                * 

              	
                Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

              


      

    


    
      
         


      

      
        E-8

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              E.

            	
              Title and Risk of
      Loss:  GPTG will bear all sales, marketing, logistics
      services/management costs, collection costs and all risk of loss and
      damage to all Ethanol commencing immediately at the time the Ethanol
      passes across the inlet flange into rail cars or tank trucks of the GPTG
      Carrier at the Plant (the "Title Transfer Point"). Title and all risk of
      loss and damage to the Ethanol shall automatically transfer from Producer
      to GPTG at the Title Transfer Point.  Until such time, Producer
      shall be deemed to be in control of and in possession of, and shall have
      title to and risk of loss to, the
Ethanol.

            


    

     

    
      	
               
      

            	
              F.

            	
              Commission:  GPTG
      shall invoice Producer * for each gallon of
      Ethanol marketed by GPTG in any calendar month, and to the extent GPTG
      owes amounts to Producer under Section 5.G., such invoiced amount shall be
      deducted from such amount owed to Producer.  In all other cases,
      the invoice amount will be due by the date which is later of
      *.

            


    

     

    
      	
               
      

            	
              G.

            	
              Payment:  For
      all gallons of Ethanol purchased by GPTG from Producer and picked up at
      the Plant during each one-week period beginning on Monday and ending on
      the following Sunday, GPTG shall pay Producer the Estimated Monthly
      Netback in effect for such week by ACH or wire no later than * days
      following the end of said one-week period.  If at calendar
      month's end, the Equalized Netback exceeds the Estimated Monthly Netback
      amounts which have been paid to Producer, GPTG shall pay Producer on or
      before the * day of the following calendar month  an amount
      equal to the product of (x) the difference between the Estimated Monthly
      Netback and Equalized Netback, and (y) the aggregate number of gallons of
      Ethanol purchased by GPTG from Producer during such month.  If
      the Equalized Netback is less than the Estimated Monthly Netback, Producer
      shall pay to GPTG on or before the * day of the following calendar month,
      an amount equal to the product of (x) the difference between the Equalized
      Netback and the Estimated Monthly Netback, and (y) the aggregate number of
      gallons of Ethanol purchased by GPTG from Producer during such
      month.  Within * calendar days of the end of each month, GPTG
      shall provide to Producer all information necessary to calculate the
      Equalized Netback and determine the payment between the Parties under this
      Section 5.G.  For purposes of this Agreement, payment
      obligations arise upon shipping and shipping for this purpose is defined
      as the actual release of the shipment to the railroad or common carrier
      truck, as directed by *.

            


    

     

    
      
        

      

       

      
        	
                * 

              	
                Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

              


      

    


    
      
         


      

      
        E-9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              H.

            	
              Supporting
      Records:  GPTG shall keep a set of books and records in
      accordance with generally accepting accounting principles with respect to
      all sales of Ethanol hereunder and all costs and commissions associated
      therewith, and shall make such books and records reasonably available to
      Producer or Producer's independent outside accounting representatives
      (upon execution by such independent outside accounting representative of a
      mutually agreeable confidentiality agreement) at GPTG's office at any time
      by appointment during normal business hours upon at least five (5)
      business days prior written notice; provided that Producer shall be
      entitled to no more than three (3) such visits in any year and Producer 's
      independent outside accounting representatives shall be permitted to
      disclose to Producer only aggregate information of the results of its
      review, and not any contract or customer specific
      information.  GPTG shall maintain all of the books and records
      required by this Section for a minimum of two (2) years from the date of
      the creation of the particular book, entry or record in
      question.  The costs of any review and inspection of the books
      and records of GPTG pursuant to this subparagraph shall be borne by
      Producer, except that GPTG shall reimburse Producer for all such costs,
      within ten (10) days of demand therefor by Producer, if any such review or
      inspection reflects any underpayment of any amounts by GPTG to Producer of
      1% or more over the period which is the subject of the review or
      inspection in question.  GPTG shall also in all events pay to
      Producer, within ten (10) days of demand therefor by Producer, the full
      amount of any underpayments, along with interest thereon as provided in
      Section 7C, which are discovered in connection with any review or
      inspection pursuant to this subparagraph.  Notwithstanding the
      preceding two sentences, however, if GPTG disputes the results of any such
      review or inspection, the provisions of Section 5.I below shall apply, and
      GPTG shall not have any of the payment obligations specified in the
      preceding two sentences until the dispute procedures specified in Section
      5.I have been utilized.

            


    

     

    
      	
               
      

            	
              I.

            	
              Payment
      Disputes.  If either Party, in good faith, disputes any
      amounts to be paid pursuant to this Section 5, the disputing Party shall
      immediately notify the other Party of the basis for the
      dispute.  Officers of the Parties will then meet and use their
      best efforts to resolve any such dispute within 3 business days
      thereafter.  If the dispute cannot therefrom be resolved, the
      Parties shall be able to pursue all other remedies available to them, in
      law or in equity.

            


    

     

    
      
        

      

       

      
        	
                * 

              	
                Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

              


      

    


    
      
         


      

      
        E-10

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              6.

            	
              Producer
      Responsibility for Dedicated
Railcars:

            


    

     

    
      	
               
      

            	
              A.

            	
              Producer
      will enter into leases or other arrangements intended to secure the
      availability of sufficient railcars to timely ship the Ethanol produced at
      the Plant as contemplated by this Agreement ("Dedicated Railcars"). GPTG
      and Producer shall agree to the number of railcars and term of such
      arrangements for rail cars prior to entering into said agreements, and
      shall cooperate in good faith in estimating the number of rail cars
      required for the shipment of Ethanol from the Plant from time to time as
      well as in the determination of any other terms necessary for said
      leases.  In the event of any dispute or disagreement regarding
      the terms of any rail car lease, however, Producer shall be entitled to
      make the final determination and decision regarding the dispute or
      disagreement, in Producer's sole
discretion.

            


    

     

    
      	
               
      

            	
              7.

            	
              Representations &
      Warranties/Indemnity:

            


    

     

    
      	
               
      

            	
              A.

            	
              Producer
      represents and warrants to GPTG as
follows:

            


    

     

    
      	
               
      

            	
              ·

            	
              Producer
      is duly formed and validly existing as a limited liability company under
      the laws of the State of Iowa; has the requisite power and authority to
      own its properties and carry on its business as now being conducted and
      currently proposed to be conducted and to execute, deliver and perform its
      obligations under this Agreement; is qualified to do business in Iowa and
      in every other jurisdiction in which failure to qualify could reasonably
      be expected to have a material adverse effect on Producer's ability to
      perform its obligations hereunder.

            


    

     

    
      	
               
      

            	
              ·

            	
              Producer
      has taken all action necessary to authorize it to execute, deliver and
      perform its obligations under this Agreement, and this Agreement
      constitutes a legal, valid and binding obligation of Producer enforceable
      against Producer in accordance with its terms, subject to bankruptcy,
      reorganization, moratorium or other similar laws affecting the enforcement
      of the rights of creditors generally and subject to general principles of
      equity.

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      execution, delivery and performance by Producer of this Agreement does not
      and will not (i) violate any law applicable to Producer, (ii) result in
      any breach of Producer's constituent documents or (iii) conflict with,
      violate or result in a breach of or constitute a default under any
      agreement or instrument to which Producer or any of its properties or
      assets are bound.

            


    

     

    
      	
               
      

            	
              ·

            	
              No
      authorization or approval or other action by, and no notice to or filing
      with, any governmental authority (other than those which have been
      obtained) is required for the due execution, delivery and performance by
      Producer of this Agreement.

            


    

    
       

      
        

      

       

      
        	
                * 

              	
                Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

              


      

    


    
      
         


      

      
        E-11

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              ·

            	
              Producer
      is not a party to any pending legal, administrative, arbitration or other
      proceeding, and, to Producer's knowledge, no such proceeding is
      threatened, which could reasonably be expected to have a material adverse
      effect on Producer's ability to perform its obligations
      hereunder.

            


    

     

    
      	
               
      

            	
              ·

            	
              Producer
      represents that it will have or has good and marketable title to all of
      the Ethanol sold to GPTG pursuant to this Agreement and that said Ethanol
      will be free and clear of all liens and encumbrances arising from any
      action of Producer.

            


    

     

    
      	
               
      

            	
              ·

            	
              Producer
      represents that each respective truck or railcar load
      of  Ethanol sold to GPTG pursuant to this Agreement will, in the
      form as loaded onto the truck or railcar of the GPTG Carrier, meet or
      exceed (but need not exceed) the specifications set forth in Exhibit "A"
      to this Agreement (the "Specifications"), as Exhibit "A" may be amended or
      restated from time to time by GPTG as provided below, for a period of
      sixty (60) days from the date of loading of the Ethanol in question onto
      the truck or railcar of the GPTG Carrier at the Plant (the "Warranty
      Period").  GPTG may amend or restate Exhibit "A" at any time and
      from time to time upon not less than ninety (90) days prior written notice
      to Producer, but only to the extent such amendment or restatement is
      necessary to comply with any changes in industry standards or applicable
      federal or state laws, rules or regulations; provided, however, that in
      such event Producer shall have the right to terminate this Agreement by
      giving written notice thereof to GPTG at any time within said ninety (90)
      day period.

            


    

     

    
      	
               
      

            	
              B.

            	
              GPTG
      represents and warrants to Producer as
follows:

            


    

     

    
      	
               
      

            	
              ·

            	
              GPTG
      is duly formed and validly existing as a limited liability company under
      the laws of the State of Delaware; has the requisite power and authority
      to own its properties and carry on its business as now being conducted and
      currently proposed to be conducted and to execute, deliver and perform its
      obligations under this Agreement; is qualified to do business in Delaware
      and in every other jurisdiction in which failure to qualify could
      reasonably be expected to have a material adverse effect on GPTG's ability
      to perform its obligations
hereunder.

            


    

     

    
      	
               
      

            	
              ·

            	
              GPTG
      has taken all action necessary to authorize it to execute, deliver and
      perform its obligations under this Agreement, and this Agreement
      constitutes a legal, valid and binding obligation of GPTG enforceable
      against GPTG in accordance with its terms, subject to bankruptcy,
      reorganization, moratorium or other similar laws affecting the enforcement
      of the rights of creditors generally and subject to general principles of
      equity.

            


    

     

    
      
        
          

        

         

        
          	
                  * 

                	
                  Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

                


        

         

      

    

    
      
         


      

      
        E-12

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              ·

            	
              The
      execution, delivery and performance by GPTG of this Agreement does not and
      will not (i) violate any law applicable to GPTG, (ii) result in any breach
      of GPTG's constituent documents or (iii) conflict with, violate or result
      in a  breach of or constitute a default under any agreement or
      instrument to which GPTG or any of its properties or assets are
      bound.

            


    

     

    
      	
               
      

            	
              ·

            	
              No
      authorization or approval or other action by, and no notice to or filing
      with, any governmental authority (other than those which have been
      obtained) is required for the due execution, delivery and performance by
      GPTG of this Agreement.

            


    

     

    
      	
               
      

            	
              ·

            	
              GPTG
      is not a party to any pending legal, administrative, arbitration or other
      proceeding, and, to GPTG's knowledge, no such proceeding is threatened,
      which could reasonably be expected to have a material adverse effect on
      GPTG's ability to perform its obligations
  hereunder.

            


    

     

    
      	
               
      

            	
              ·

            	
              All
      reports and all invoices provided by GPTG to Producer pursuant to this
      Agreement shall be true, accurate and complete in all
      respects.

            


    

     

    
      	
               
      

            	
              C.

            	
              Subject
      to Section 9, GPTG shall indemnify, defend, and hold Producer and its
      affiliates, subsidiaries, parents, and its and their respective directors,
      officers, stockholders, members, employees, and agents (collectively,
      including Producer, the "Producer Indemnified Persons") harmless from and
      against any and all suits, proceedings, actions, claims, counterclaims,
      losses, awards, judgments, settlements, fines, penalties, liabilities,
      damages, costs or expenses (including reasonable out-of-pocket attorney's
      fees and expenses) (collectively, "Losses") in any way arising from,
      related to or connected with (i) any breach of any provision of this
      Agreement by GPTG, and/or (ii) any claims resulting from GPTG's marketing
      or other activities or use or sale of any Ethanol.  Any payment
      owed by GPTG to Producer under this Agreement which is not made when due
      shall bear interest from the date such payment was due until it is paid at
      the rate of 12% per annum, and in order for GPTG to cure any default in
      payment by GPTG under this Agreement, GPTG must pay both such delinquent
      payment and interest thereon as provided in this
  sentence.

            


    

     

    
      
        

      

       

      
        	
                * 

              	
                Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

              


      

    


    
      
         


      

      
        E-13

        
          

        

      

      
         


      

    

    
      	
               
      

            	
              D.

            	
              Subject
      to Section 9, Producer shall indemnify, defend, and hold GPTG and its
      affiliates, subsidiaries, parents, and its and their respective directors,
      officers, stockholders, members, employees, and agents (collectively,
      including GPTG, the "GPTG Indemnified Persons") harmless from and against
      any and all Losses in any way arising from, related to or connected with
      any breach of any provision of this Agreement by Producer.  Any
      payment owed by Producer to GPTG under this Agreement which is not made
      when due shall bear interest from the date such payment was due until it
      is paid at the rate of 12% per annum, and in order for Producer to cure
      any default in payment by Producer under this Agreement, Producer must pay
      both such delinquent payment and interest thereon as provided in this
      sentence.

            


    

     

    
      	
               
      

            	
              8.

            	
              No Other
      Warranties: Except only
      for the limited express warranties set forth in, respectively, Section 7.A
      and Section 7.B above, neither Producer nor GPTG makes any express
      warranties whatsoever regarding any Ethanol or any other thing or matter
      whatsoever, and Producer and GPTG each 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 Ethanol and all other things and
      matters whatsoever.

            


    

     

    
      	
               
      

            	
               9.

            	
              Limitation of Damages;
      Statute of Limitations:  Under no
      circumstances or theories (including, but not limited to, tort or breach
      of this Agreement) shall GPTG or Producer be liable to the other for any
      lost profits, business or goodwill, or for any exemplary, special,
      incidental, consequential, punitive or indirect damages whatsoever, which
      are in any way related to or connected with or arise out of this Agreement
      (and even if GPTG or Producer, as the case may be, knew or should have
      known of the possibility of any of those damages), including, without
      limitation, to, with or out of any performance or nonperformance of any
      Ethanol or GPTG's or any other person's use of or inability to use any
      Ethanol (whether alone or in connection with or as part of other goods or
      products).  GPTG and Producer agree that amounts paid by GPTG or
      Producer, as the case may be, to a non-affiliated third party because of
      any breach of this Agreement by the other shall be considered actual
      damages incurred by GPTG or Producer, as the case may be, and therefore
      not subject to the preceding
sentence.

            


    

     

    Any
claim, suit, action or other proceeding for any breach or nonfulfillment of, or
default under, any term or condition of this Agreement must be commenced within
one year of the date on which the cause of action accrued, or such claim, suit,
action or proceeding shall be lost and forever barred.

    
      
         

        
          

        

      

       

      
        	
                * 

              	
                Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

              


      

       

      
        
          
             


          

          
            E-14

            
              

            

          

          
             


          

        

      

       

    

    
      	
               
      

            	
              10.

            	
              Impossibility
      Event:  Subject to the last sentence in this Section, if
      any term or condition of this Agreement to be performed or observed by
      GPTG or Producer is rendered impossible of performance or observance due
      to any force majeure or any other material act, omission, matter,
      circumstance, event or occurrence beyond the commercially reasonable
      control of GPTG 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 commercially reasonable steps 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.  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.  Nothing in this Section is intended to or shall be
      interpreted so 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.  Notwithstanding the
      foregoing, this Section is not applicable to, and shall not excuse any
      performance or observance of, a payment or indemnification duty or
      obligation, an Accepted Purchase Order, or any obligations under Section
      29.

            


    

    


    
      	
               
      

            	
              11.

            	
              Independent
      Contractor: It is expressly understood that the relationship of
      GPTG to Producer is that of an independent contractor and nothing
      contained herein shall be construed to create any partnership, agency, or
      employer/employee relationship, and GPTG has no authority whatsoever to
      bind or obligate Producer in any way.  GPTG may freely choose
      the customers from whom business shall be solicited and the time and place
      for solicitation.

            


    

     

    
      
        	
              	
                12.

              	
                Notices:  Unless
      otherwise provided in this Agreement (such as in Sections 4.A and 5.B),
      any notices required to be given under this Agreement shall be in writing
      and be sufficiently given when delivered in person, if delivered by a
      nationally recognized overnight courier, on the next business day
      following deposit, or if by certified mail, return receipt requested,
      postage prepaid, on the third business day following such mailing,
      addressed as follows:

              


      

    

     

    
      
        
          	
                  Producer:

                	
                  Lincolnway
      Energy, LLC

                
	 
      	
                  59511
      W. Lincoln Highway

                
	 
      	
                   Nevada,
      Iowa 50201

                
	 
      	
                  Attn:  President

                
	 
      	
                  Fax:
      _______________________

                
	 
      	 
      
	
                  GPTG:

                	
                  Green
      Plains Trade Group LLC

                
	 
      	
                  9420
      Underwood Ave., Suite 100

                
	 
      	
                  Omaha,
      NE 68114

                
	 
      	
                  Attn:  Todd
      Becker, CEO

                
	 
      	
                  Fax:
      (402) 884-8776

                


        

      

    

     

    
      
        

      

      
         

        
          	
                  * 

                	
                  Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

                


        

      

       

    

    
      
         


      

      
        E-15

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              13.

            	
              Insurance:  During
      the entire term of this Agreement, Producer will maintain insurance
      coverage that is customary for a company of its type and size that is
      engaged in the production and selling of ethanol and provide evidence of
      such coverage as reasonably requested by GPTG from time to
      time.  At a minimum, Producer's insurance coverage must
      include:

            


    

     

    
      	
               
      

            	
              a.

            	
              Comprehensive
      general product and public liability insurance, with liability limits of
      at least $2 million in the
aggregate.

            


    

     

    
      	
               
      

            	
              b.

            	
              Property
      and casualty insurance adequately insuring its production facilities and
      its other assets against theft, damage and destruction on a replacement
      cost basis.

            


    

     

    
      	
               
      

            	
              c.

            	
              GPTG
      shall be added as an additional insured under the comprehensive general
      product and public liability insurance
policy.

            


    

     

    
      	
               
      

            	
              d.

            	
              Workers'
      compensation insurance to the extent required by
  law.

            


    

     

    During
the entire term of this Agreement, GPTG will maintain insurance coverage that is
customary for a company marketing, selling and handling the transportation of
ethanol, and provide evidence of such coverage as reasonably requested by
Producer from time to time.  At a minimum, GPTG's insurance coverage
must include:

     

    
      	
               
      

            	
              a.

            	
              Comprehensive
      general product and public liability insurance, with liability limits of
      at least $2 million in the
aggregate.

            


    

     

    
      	
               
      

            	
              b.

            	
              Producer
      shall be added as an additional insured under the comprehensive general
      product and public liability insurance
policy.

            


    

     

    
      	
               
      

            	
              c.

            	
              Workers'
      compensation insurance to the extent required by
  law.

            


    

     

    
      	
               
      

            	
              14.

            	
              Effective Date of
      Agreement.  This Agreement is made and entered into, and
      shall become binding and enforceable on, the date of this Agreement, but
      GPTG and Producer agree that this Agreement shall not become effective for
      purposes of commencing transactions under and pursuant to this Agreement
      until September 25, 2009 (the "Effective
Date").

            


    

     

    
      	
               
      

            	
              15.

            	
              GPTG
      Representatives.  GPTG shall designate to Producer in
      writing one or more representatives of GPTG (each, a "GPTG
      Representative") through whom all contacts from Producer pursuant to this
      Agreement may be made, and unless otherwise expressly specified in this
      Agreement, each GPTG Representative shall be deemed to have full authority
      to make all decisions and to resolve all matters, disputes and issues
      under this Agreement on GPTG's behalf.  GPTG may
      change  the GPTG Representatives from time to time for any
      reason or for no reason, effective upon the giving of written notice to
      Producer.

            


    

    
       

      
        

      

      
         

        
          	
                  * 

                	
                  Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

                


        

      

       

    

    
      
         


      

      
        E-16

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              16.

            	
              Producer
      Representatives.  Producer shall designate to GPTG in
      writing one or more representatives of Producer (each, a "Producer
      Representative") through whom all contacts from GPTG pursuant to this
      Agreement may be made, and unless otherwise expressly specified in this
      Agreement, each Producer Representative shall be deemed to have full
      authority to make all decisions and to resolve all matters, disputes and
      issues under this Agreement on Producer's behalf.  Producer may
      change  the Producer Representatives from time to time for any
      reason or for no reason, effective upon the giving of written notice to
      GPTG.

            


    

     

    
      	
               
      

            	
              17.

            	
              Entire
      Agreement: This Agreement contains the entire agreement between the
      Parties and supersedes all previous agreements, either oral or written,
      between the Parties.  No course of dealing or usage of trade
      shall be relevant or admissible to supplement, explain or vary any of the
      terms of this Agreement, except only where this Agreement expressly refers
      to industry standards or industry practices, if any, in which event
      industry standards or industry practices shall only be considered or
      applied with respect to the particular action, item, matter or issue in
      question, but the terms of this Agreement shall govern and control in the
      event of any conflict or inconsistency between any term or condition of
      this Agreement and any such industry standard or industry
      practice.  Any reference to industry standards or industry
      practices in this Agreement is to the then current generally recognized
      industry standards or industry practices for the ethanol industry in the
      United States.  All sales of Ethanol to GPTG by Producer
      pursuant to this Agreement are made upon and subject to, and are expressly
      limited solely to, the terms and conditions of this Agreement and the
      corresponding Accepted Purchase Order, and GPTG and Producer each hereby
      object to any additional, different or inconsistent terms which may be set
      forth in any other document that Producer or GPTG, 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 part of this
      Agreement or any sale of any Ethanol to GPTG by Producer pursuant to this
      Agreement or shall otherwise have any force or effect
      whatsoever.  In the event of any conflict or inconsistency
      between any terms of this Agreement and of any Accepted Purchase Order or
      other Purchase Order or information that may be provided by GPTG to
      Producer pursuant to Section 5.B. or otherwise, the terms and conditions
      of this Agreement shall govern and control to the full extent of such
      conflict or inconsistency.  Any exhibits and schedules to this
      Agreement are incorporated into this Agreement by this reference as if set
      forth in full.  The language of this Agreement shall not be
      construed in favor of or against either Party, but shall be construed as
      if the language was drafted mutually by both Parties.  No
      modifications hereof shall be valid unless made in writing and signed by
      both Parties.

            


    

    
       

      
        

      

      
         

        
          	
                  * 

                	
                  Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

                


        

      

       

    

    
      
         


      

      
        E-17

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              18.

            	
              Further
      Assurances.   Each Party will execute or cause to be
      delivered to the other Party such instruments and other documents and will
      take such other actions as the other Party may reasonably request for the
      purpose of carrying out or evidencing any of the transactions contemplated
      by the Agreement.

            


    

     

    
      	
               
      

            	
              19.

            	
              Waiver:  The
      failure of either Party to enforce any of its rights hereunder on any
      particular occasion shall not constitute a waiver of such rights on any
      subsequent occasion.

            


    

    


    
      	
               
      

            	
              20.

            	
              Assignment:  This
      Agreement may not be assigned by either Party without the prior written
      consent of the other Party, which consent shall not be unreasonably
      withheld.  Notwithstanding the foregoing, Producer may, without
      the consent of GPTG, assign this Agreement as collateral or security or
      otherwise to any lender of Producer, and any lender may in turn assign
      this Agreement without GPTG's consent upon any foreclosure or other
      exercise of any rights or remedies against Producer or any of Producer's
      assets.

            


    

     

    
      	
               
      

            	
              21.

            	
              Headings:  Any
      paragraph headings are used for convenience only and are not intended and
      shall not be used in interpreting any provisions of this
      Agreement.

            


    

     

    
      	
               
      

            	
              22.

            	
              No Third Party
      Beneficiary: Nothing contained in this Agreement shall be
      considered or construed as conferring any right or benefit on a person not
      a Party to this Agreement, except only that the Producer Indemnified
      Persons and the GPTG Indemnified Persons shall have the rights and
      protections provided in, respectively, Section 7.C. and Section
      7.D.  Neither this Agreement nor the performance hereunder shall
      be deemed to have created a joint venture or partnership between the
      Parties.

            


    

     

    
      	
               
      

            	
              23.

            	
              Governing Law:
      This Agreement shall be governed by the laws of the State of Nebraska, but
      without regard to the choice of law or conflict of laws provisions
      thereof.

            


    

     

    
      	
               
      

            	
              24.

            	
              Arbitration:
      Any dispute arising out of or in connection with this Agreement shall be
      submitted to binding arbitration, except that any Party may pursue
      preliminary, temporary or permanent injunctive relief for any breach of
      Section 29 and either Party may terminate this Agreement as otherwise
      provided herein without first being required to submit to arbitration the
      underlying issue or dispute upon which such termination is alleged to be
      based.  The arbitration shall be conducted according to the
      Commercial Arbitration Rules of the American Arbitration
      Association.  The place of arbitration shall be Omaha, Nebraska
      or Des Moines, Iowa or such other place as may be agreed upon by the
      Parties.  Both Parties shall attempt to agree upon one
      arbitrator, but if they are unable to agree, each shall appoint an
      arbitrator and those two arbitrators shall appoint a third
      arbitrator.  The expenses of the arbitrator(s) shall be divided
      equally between the Parties, unless otherwise determined by the
      arbitrators as part of the decision of the
      arbitrators.  Judgment upon the award rendered by the
      arbitrator(s) may be entered in any court having jurisdiction thereof, and
      shall be enforceable against the
Parties.

            


    

    
       

      
        
  

      
        
          	
                  * 

                	
                  Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

                


        

      

       

    

    
      
         


      

      
        E-18

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              25.

            	
              Severability:
      In the event any provision of this Agreement is held to be 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.  Without limiting the generality of the foregoing,
      each term of this Agreement which provides for a limitation of remedies or
      liability, disclaimer or exclusion of warranties, or exclusion or
      limitation of damages is subject to this Section.  Further, if
      any remedy is determined to have failed of its essential purpose or
      otherwise, all limitations of liability and exclusions and limitations of
      damages provided for in this Agreement shall remain in full force and
      effect.

            


    

     

    
      	
               
      

            	
              26.

            	
              No "Take or
      Pay."  The Parties agree that this is not a "take or pay
      contract"; provided, however, GPTG is obligated under this Agreement to
      purchase all of the Ethanol output at the Plant pursuant to Purchase
      Orders it presents to and which are accepted by Producer pursuant to
      Section 5.B of this Agreement.

            


    

     

    
      	
               
      

            	
              27.

            	
              Counterparts.  This
      Agreement may be executed by the Parties by facsimile and in separate
      counterparts, each of which when so executed will be deemed to be an
      original and all of which together will constitute one and the same
      agreement.

            


    

     

    
      	
               
      

            	
              28.

            	
              Working
      Relationship.  Because the Parties have not done business
      together in the past in the manner described in this Agreement, they have
      not yet attempted to develop efficient and effective day-to-day procedures
      related to ordering, delivering ethanol and shipping ethanol and,
      therefore, agree to work together promptly and in good faith to develop
      effective and efficient day-to-day procedures to cover these matters;
      provided, however, that no such procedures shall be in conflict or
      inconsistent with any of the terms or conditions of this Agreement, shall
      in any way amend or modify this Agreement, or shall be a part of this
      Agreement.

            


    

     

    
      	
               
      

            	
              29.

            	
              Confidentiality:  The
      Parties acknowledge that they will be exchanging information about their
      businesses under this Agreement which is confidential and proprietary, and
      the Parties agree to handle that confidential and proprietary information
      in the manner described in this Section
29.

            


    

    
       

      
        

      

       

      
        
          	
                  * 

                	
                  Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

                


        

         

      

    

    
      
         


      

      
        E-19

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              a.

            	
              Definition
      of Confidential Information.  For purposes of this
      Agreement, the term "Confidential Information" means information related
      to the business operations of Producer or GPTG, as the case may be, that
      meets all of the following
criteria:

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      information must not be generally known to the public, and must not be a
      part of the public domain.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      information must belong to the Party claiming it is confidential, and must
      be in that Party's possession.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              The
      information must have been protected and safeguarded by the Party claiming
      it is confidential by measures that were reasonable under the
      circumstances before the information was disclosed to the other
      Party.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Written
      information must be clearly designated in writing as "Confidential
      Information" by the Party claiming it is confidential before it is
      disclosed to the other Party, except that all information about a Party's
      production, costs and prices will always be considered Confidential
      Information under this Agreement, without the need for specifically
      designating it as such.

            


    

     

    
      	
               
      

            	
              (v)

            	
              Verbal
      Confidential Information which is disclosed to the other Party must be
      summarized in writing, designated in writing as "Confidential
      Information," and transmitted to the other Party within ten (10) days of
      the verbal disclosure, except that all information about a Party's
      production, costs and prices will always be considered Confidential
      Information under this Agreement, without the need for specifically
      designating it as such or providing a writing pursuant to this
      subparagraph.

            


    

     

    
      
        	
                 

              	
                b.

              	
                Limitations
      on the Use of Confidential Information.  Each Party
      agrees that it will not use any Confidential Information that it obtains
      about the other Party for any purpose, other than to perform its
      obligations under this
Agreement.

              


      

    

    
       

      
        

      

      
         

        
          	
                  * 

                	
                  Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

                


        

      

      

        
          
             


          

          
            E-20

            
              

            

          

          
             


          

        

      

       

    

    
      	
               
      

            	
              c.

            	
              The
      Duty not to Disclose Confidential Information.  The
      Parties agree that they will not disclose any Confidential Information
      about each other to any person or organization, other than their
      respective legal counsel and accountants, without first getting written
      consent to do so from the other Party.  Notwithstanding the
      foregoing, if a Party or anyone to whom such Party transmits Confidential
      Information in accordance with this Agreement is requested or required (by
      deposition, interrogatories, requests for information or documents in
      legal proceedings, subpoenas, civil investigative demand or similar
      process) in connection with any proceeding, to disclose any Confidential
      Information, such Party will (if permitted under the law or other process
      in question) give the disclosing Party prompt written notice of such
      request or requirement so that the disclosing Party may seek an
      appropriate protective order or other remedy, and the receiving Party will
      cooperate with the disclosing Party, at the disclosing Party's cost and
      expense, to obtain such protective order.  The fees and costs of
      obtaining such protective order, including payment of reasonable
      attorney's fees, shall be paid for by the disclosing Party.  If
      such protective order or other remedy is not obtained or the disclosing
      Party waives compliance with this Section, the receiving Party (or such
      other persons to whom such request is directed) will furnish only that
      portion of the Confidential Information which, in the opinion of legal
      counsel, is legally required to be disclosed, and upon the disclosing
      Party's request, and at the disclosing Party's cost and expense, shall use
      commercially reasonable efforts to obtain assurances that confidential
      treatment will be accorded to such
information.

            


    

     

    
      	
               
      

            	
              d.

            	
              The Duty to Notify the
      Other Party in Cases of Improper Use or Disclosure.  Each
      Party agrees to immediately notify the other Party if the Party becomes
      aware of any improper use of or any improper disclosure of the
      Confidential Information of the other
Party.

            


    

     

    
      	
               
      

            	
              e.

            	
              Protection of the
      Confidential Information.  Each Party agrees to develop
      effective procedures for protecting the Confidential Information that it
      obtains from the other Party, and to implement those procedures with the
      same degree of care that it uses in protecting its own Confidential
      Information.

            


    

     

    
      	
               
      

            	
              f.

            	
              Return of the
      Confidential Information.  Immediately upon the
      termination of this Agreement, each Party agrees to return to the other
      Party all of the other party's Confidential Information that is in its
      possession or under its control.

            


    

     

    
      	
               
      

            	
              g.

            	
              Disclosure in SEC
      Filings. Notwithstanding any other provision contained in this
      Agreement, GPTG acknowledges and agrees that the disclosure of this
      Agreement and the transactions contemplated hereby by Producer (i) in a
      Form 8-K or other report filed with the Securities and Exchange Commission
      at any time on or after the date hereof, or (ii) in a press release or on
      an analyst call, will not be violation of this Section. Producer will,
      however, cooperate with any reasonable request of GPTG to request
      confidential treatment for certain terms and provisions of this Agreement
      in connection with any such filing with the
SEC.

            


    

     

    
      
        

      

      
         

        
          	
                  * 

                	
                  Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

                


        

      

       

    

    
      
         


      

      
        E-21

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              h.

            	
              Termination of
      Obligations.  The Parties' respective obligations under
      this Section shall apply during the term of this Agreement and for a
      period of two (2) years following the effective date of the termination of
      this Agreement, whether by Producer or GPTG and for whatever reason or for
      no reason, and neither Party shall have any further ongoing obligations
      under this Section, other than for liability with respect to any prior
      breach of this Section by them, at any time on or after the date which is
      two (2) years after the effective date of the termination of this
      Agreement.

            


    

     

    30.           Consent to Jurisdiction;
Waiver of Jury Trial.  Subject to
Section 24, GPTG and Producer each consent to the nonexclusive jurisdiction of
any federal or state court sitting in Polk County, Iowa or in Douglas County,
Nebraska in any action or proceeding arising out of or relating to this
Agreement.  GPTG and Producer each waive any right to a jury trial
with respect to and in any action, proceeding, suit, claim, counterclaim,
demand, dispute or other matter whatsoever or arising out of this
Agreement.

     

    In
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first written above.

     

    
      
        
          	
                  Green
      Plains Trade Group LLC

                	 
      	
                  Lincolnway
      Energy, LLC

                
	 
      	 
      	 
      
	
                  By:

                	
                  /s/ C. Stephen Bleyl

                	 
      	
                  By:

                	
                  /s/ Richard Brehm

                
	
                  Name:  C.
      Stephen Bleyl

                	 
      	
                  Name:
      Richard Brehm

                
	
                  Title:  EVP
      Ethanol

                	 
      	
                  Title:
      President/CEO

                
	
                  Date:  October
      1, 2009

                	 
      	
                  Date:  September
      28, 2009

                


        

      

    

     

    
      

    

    
       

      
        	
                * 

              	
                Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

              


      

    

    

      
        
           


        

        
          E-22

          
            

          

        

        
           


        

      



    SCHEDULE
1

    


    GPTG will
present to Producer to make the following flat price or basis bid * everyday FOB
the plant in Nevada for their consideration.  The limits (volume) GPTG
would be willing to extend on these bids are also listed.

    


    
      	
              Nearby
      Month

            	
              Maximum
      offer will be for *

            
	 
      	 
      
	
              Nearby
      Month +1

            	
              Maximum
      offer will be for *

            
	 
      	 
      
	
              Nearby
      Quarter

            	
              Maximum
      offer will be for *

            


    

     

    
      

    

    
       

      
        	
                * 

              	
                Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

              


      

    

    

      
        
           


        

        
          E-23

          
            

          

        

        
           


        

      

    

     

    EXHIBIT
A

    


    Green
Plains Trade Group LLC

    FUEL-GRADE
ETHANOL

    SPECIFICATIONS

    (DENATURED)

    


    
      
        
          
            
              	 
      	 	
                      NON-DETERGENT

                    	 	 
      
	
                      TEST

                    	 	
                      GRADE

                    	 	
                      METHOD OF TEST

                    
	
                      Apparent
      Proof - 60°F

                    	 	
                      200
      minimum

                    	 	
                      ASTM
      D-4052 /

                    
	 
      	 	
                      203
      maximum

                    	 	
                      Conversion
      Table

                    
	 
      	 	 
      	 	 
      
	
                      Specific
      Gravity, 60/60°F

                    	 	
                      0.7870
      - 0.7950

                    	 	
                      ASTM
      D-4052

                    
	 
      	 	 
      	 	 
      
	
                      Water,
      Mass Percent

                    	 	
                      0.50
      nominal

                    	 	
                      ASTM
      E-203

                    
	 
      	 	
                      0.82
      maximum

                    	 	 
      
	 
      	 	 
      	 	 
      
	
                      Ethanol
      Content,

                    	 	
                      92.1
      minimum

                    	 	
                      Gas
      Chromatography

                    
	
                      Volume
      Percent

                    	 	 
      	 	
                      ASTM
      D-5501

                    
	 
      	 	 
      	 	 
      
	
                      Methanol,
      (vol. %)

                    	 	
                      0.50
      maximum

                    	 	
                      ASTM
      D-5501

                    
	 
      	 	 
      	 	 
      
	
                      Non-Volatile
      Matter,

                    	 	
                      5
      maximum

                    	 	
                      ASTM
      D-1353

                    
	
                      mg/100
      mL

                    	 	 
      	 	 
      
	 
      	 	
                       
      

                    	 	 
      
	
                      Sulfur,
      Mass Percent

                    	 	
                      0.0010
      maximum

                    	 	
                      ASTM
      D-5453

                    
	 
      	 	 
      	 	 
      
	
                      Benzene,
      (vol. %)

                    	 	
                      0.06
      maximum

                    	 	
                      ASTM
      D-3606

                    
	 
      	 	 
      	 	 
      
	
                      Olefins,
      (vol. %)

                    	 	
                      0.50
      maximum

                    	 	
                      ASTM
      D-1319

                    
	 
      	 	 
      	 	 
      
	
                      Aromatics,
      (vol. %)

                    	 	
                      1.70
      maximum

                    	 	
                      ASTM
      D-1319

                    
	 
      	 	 
      	 	 
      
	
                      Chloride
      Ion Content,

                    	 	
                      32
      maximum

                    	 	
                      ASTM
      D-512, Meth. C

                    
	
                      mg/L

                    	 	 
      	 	
                      Modified
      Note (1)

                    
	 
      	 	 
      	 	 
      
	
                      Copper
      Content, mg/kg

                    	 	
                      0.08
      maximum

                    	 	
                      ASTM
      D-1688, Meth.D

                    
	 
      	 	 
      	 	
                      Modified
      Note (2)

                    
	 
      	 	 
      	 	 
      
	
                      Acidity
      (as acetic acid

                    	 	
                      0.0070
      maximum

                    	 	
                      ASTM
      D-1613

                    
	
                      CH3C00H),
      mass %

                    	 	
                      0.0042
      maximum

                    	 	
                      (Shipments
      to Canada)

                    
	 
      	 	 
      	 	 
      
	
                      Appearance

                    	 	
                      Clear
      and Bright, visibly

                    	 	
                      Visual

                    
	 
      	 	
                      free
      of suspended and/or

                    	 	 
      
	 
      	 	
                      settled
      contaminants.

                    	 	 
      
	 
      	 	 
      	 	 
      
	
                      Color,
      Platinum - Cobalt

                    	 	
                      50.0
      maximum

                    	 	
                      ASTM  D-1209

                    
	 
      	 	 
      	 	 
      
	
                      Hydrocarbon
      Denaturant

                    	 	
                      5.00
      maximum

                    	 	
                      Gas
      Chromatography

                    
	
                      gal/100
      gal.

                    	 	
                      2.0
      minimum

                    	 	
                      ASTM
      D-4806

                    
	 
      	 	
                       
      

                    	 	 
      
	
                      pHe

                    	 	
                      6.5
      minimum

                    	 	
                      ASTM
      D-6423 (3)

                    
	 
      	 	
                      9.0
      maximum

                    	 	 
      
	 
      	 	 
      	 	 
      
	
                      Sulfate-mg/kg

                    	 	
                      4.0
      maximum

                    	 	
                      -No
      official

                    
	 
      	 	 
      	 	
                      ASTM
      Method

                    


            

          

        

      

    

    
       

      
        

      

      
         

        
          	
                  * 

                	
                  Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

                


        
 

    

    
      
         


      

      
        E-24

        
          

        

      

      
         


      

    

    


    (NOTES)

    


    
      	
              Note
      1:

            	
              The
      modification of Test Method D-512, Procedure C, consists of using 5 mL of
      sample diluted with 20 mL of distilled water instead of the 25 mL sample
      specified in the standard procedure.  The volume of the sample
      prepared by this modification will be slightly more than 25
      mL.  To allow for the dilution factor, report the chloride ion
      present in the fuel ethanol sample as 5 times that determined in the
      sample.

            


    

    


    
      	
              Note
      2:

            	
              The
      modification of Test Method D-1688, Procedure D, consists of mixing
      reagent grade ethanol (which may be denatured according to BATF Formula 3A
      or 3O) in place of water as the solvent or diluent for the preparation of
      reagents and standard solutions.  However, this must not
      be done to prepare the stock copper solution described in 39.1 of
      D-1688.  Because a violent reaction may occur between the
      acid and the ethanol, use water as specified in the acid solution part of
      the procedure to prepare the stock copper solution.  Use ethanol
      for the rinse and final dilution
only.

            


    

    


    
      	
              Note
      3:

            	
              The only denaturants
      shall be natural gasoline, gasoline components, or unleaded
      gasoline at a minimum concentration of 2 parts by volume per 100
      parts by volume.  Hydrocarbons, with an end boiling point higher
      than 437°F as determined by ASTM Method D-86, shall not be
      used.

            


    

    


    
      	
              Note
      4:

            	
              All
      fuel ethanol will contain a minimum of one of the
      following corrosion inhibitors:

            


    

    


    
      	 	
              a)

            	
              20
      pounds per 1,000 barrels of Octel Starreon
  DCI-11

            


    

    
      	 	
              b)

            	
              20
      pounds per 1,000 barrels of Petrolite Tolad
3222

            


    

    
      	 	
              c)

            	
              13
      pounds per 1,000 barrels of Petrolite Tolad
3224

            


    

    
      	 	
              d)

            	
              20
      pounds per 1,000 barrels of Nalco
5403

            


    

    
      	 	
              e)

            	
              20 pounds per 1,000
      barrels of Endcor FE-9730 (1)

            


    

    
      
        	 	
                f)

              	
                20
      pounds per 1,000 barrels of MidContinental
  MCC5011E

              


      

    

    
      	 	
              g)

            	
              27
      pounds per 1,000 barrels of MidContinental
  MCC5011EW

            


    

    
      	 	
              h)

            	
              13
      pounds per 1,000 barrels of US Water Services Corrpro
  654

            


    

     

      
        

      

      
         

        
          	
                  * 

                	
                  Portion
      omitted pursuant to request for confidential treatment filed separately
      with the Securities and Exchange Commission.

                


        

      

       

    

    
      
         


      

      
        E-25