As an example, for the Production Week commencing January 19, 2009, REG Marketingwould need to have delivered its Order for such Production Week on or before 5:00p.m. on Monday, January 5, 2009. If such Order has been timely delivered to CIE,REG Marketing would then have until 7:59 a.m. on Monday morning January 19, 2009, todeliver in the Feedstocks required for such Production Week. CIE would then havethe Production Week of January 19 through January 26, 2009, to complete production,test and certify the Biodiesel meets the agreed upon specifications under theapplicable Order. REG Marketing would then have from January 26 through 7:59 a.m.on February 9, 2009, to pick up the Biodiesel produced for such Production Week.REG Marketing shall develop a sample “Order/Nomination” form to be used by theParties, which shall be attached as Exhibit A hereto. (b) Offers in Excess of the Facility Commitment. REG Marketing may offerto delivery additional Feedstocks beyond the Facility Commitment, subject to CIE’sacceptance. Any such offer (“Nomination”) shall set out the type and quantity ofFeedstocks, the Production Week for which such Feedstocks are intended for production,and advise of the time period during which CIE shall be required to communicate CIE’sacceptance back to REG Marketing (“Offer Period”). The parties agree that such OfferPeriod will not expire prior to 12:00 o’clock noon, local time at the Facility, on thebusiness day following that day during which the Nomination is delivered, and providedfurther that (unless waived by CIE) a Nomination shall not propose a Feedstocksdelivery schedule with first delivery date less than seven (7) calendar days after theend of the Offer Period. If a Nomination is accepted by CIE (as set out hereafter),then (unless otherwise agreed by the Parties) REG Marketing agrees to deliver theFeedstocks to CIE pursuant to the terms of the Nomination prior to such Production Weekto utilize in the production of the Biodiesel, CIE shall during such Production Weekprocess the Feedstocks and test and certify the Biodiesel as meeting the agreed uponspecifications under the applicable Nomination, and REG Marketing shall arrange to pickup the resulting Biodiesel during the two weeks immediately following such ProductionWeek. The sample “Order/Nomination” form to be used by the Parties is attached asExhibit A hereto.2. Agreement to Process Orders; Consideration of Nominations. (a) Orders within Facility Commitment. CIE agrees to process Feedstocks forall Orders received totaling up to 1.9 million pounds per Production Week, suchprocessing to be within the time frame as set out in Section 1(a) above (unlessotherwise agreed by the Parties). (b) Nominations in Excess of Facility Commitment. In addition, should REGMarketing offer to deliver Feedstocks in excess of such Facility Commitment, CIE willconsider any such Nomination received, and shall have the right (but not anyobligation) to accept Nominations received from REG Marketing by notice given duringthe Offer Period. If CIE gives timely acceptance of a Nomination(pursuant to the provisions set out in this Agreement, herein an “Acceptance”), thenCIE agrees to process Feedstocks received pursuant to the terms of the Nomination(and such other applicable provisions as set out herein).
 
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3. Manner of Extending Order, Nominations, Acceptances. Notwithstanding anyprovisions of Section 26(a) to the contrary, the Parties may submit Orders, Nominations andAcceptances by telephone or email, provided that any Order, Nomination or Acceptance submitted bytelephone must be followed by timely confirmation by email.4. Toll Fees and Payment. CIE shall be paid a toll fee of $*** for every gallon ofBiodiesel at standard temperature and pressure delivered to REG Marketing, produced at the Facilityfrom the Feedstocks delivered by REG Marketing. Payment shall be made as follows: (a) The toll Fee under the terms of such Order or Nomination by wired funds to CIEwithin one (1) business day of delivery of the Biodiesel to REG Marketing with respectto such Order or Nomination (FOB Newton).5. Co-Products. In consideration of services rendered hereunder, CIE shall also beentitled to receive at no additional cost, all glycerin and other co-products produced as a resultof the processing of the Feedstocks.6. Yield. In consideration of the Toll Fee and handling of co-products agreed upon,CIE agrees to deliver to REG Marketing not less than 1 Gal of Biodiesel for every *** pounds ofFeedstocks delivered by REG Marketing to the Facility which equates to a weight yield of ***% (7.35lbs biodiesel divided by *** lbs of feedstock). Yields shall be calculated based on aggregate billof lading for all Feedstocks delivered pursuant to this Agreement.7. Feedstocks. The Feedstocks to be delivered to the Facility pursuant to thisAgreement shall comply with the specifications set forth on Exhibit B attached hereto. Should REGMarketing propose any other type of Feedstocks other than identified on Exhibit B, the Partiesshall agree upon the written specifications and minimum yield applicable to such additionalfeedstock, and sign and attach such specifications and minimum yield as an addendum to Exhibit B.Prior to accepting deliveries of Feedstocks CIE shall have the right at its expense to inspect andtest the tendered Feedstocks to determine if it meets the specifications required under thisAgreement, and if any such Feedstocks does not meet the required specifications then CIE shall havethe right to reject such Feedstocks and require REG Marketing, at its cost, to replace the samewith Feedstocks that meets the required specifications.8. Biodiesel. The Biodiesel to be produced pursuant to this Agreement shall complywith the specifications set forth on Exhibit C attached hereto. At REG Marketing’s request, two(2) — one (1) litre samples of the Biodiesel to be delivered to REG Marketing by CIE shall be madeavailable for testing at REG Marketing’s cost, prior to REG Marketing picking up such Biodiesel.Should inspection and testing determine that any Biodiesel does not meet the requiredspecifications (whether determined before or after such Biodiesel has been picked up by REGMarketing, and including after delivery to REG Marketing’s customers), REG Marketing shall have theright to reject such Biodiesel, and require CIE, at its cost, to replace the same with Biodieselthat meets the required specifications.   *** Portions omitted pursuant to a request for confidential treatment and filed separately with theSEC.
 
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9. Term. The term of this Agreement shall commence upon its signature by the Parties,and run until the 30th day of April, 2009. This Agreement shall continue thereafter ona month to month basis unless and until notice of its termination is provided in writing by oneParty to the other Party at least one (1) month in advance of the termination date.10. Title. Title to the Feedstocks delivered by REG Marketing pursuant to thisAgreement and title to the contractual amount of corresponding Biodiesel produced from suchFeedstocks shall at all times be and remain with REG Marketing.11. Risk of Loss; Insurance. Risk of loss to the Feedstocks and the Biodieselproduced therefrom shall at all times be borne by REG Marketing, and REG Marketing will maintainsuch property insurance on the Feedstocks and the Biodiesel produced therefrom as REG Marketingshall determine, in its sole discretion.CIE and REG Marketing shall each, at its own cost and expense, obtain and maintain, during theterm of this Agreement, comprehensive general liability insurance, in minimum amounts of FiveMillion Dollars ($5,000,000) per occurrence for damage, injury and/or death to persons, and OneMillion Dollars ($1,000,000) per occurrence for damage and/or injury to property and Worker’sCompensation Insurance as required by law. Such coverage shall be on a date of occurrence form,and be provided by an insurance company reasonably satisfactory to the other Party. CIE and REGMarketing shall each provide the other with proof of such insurance coverage prior to anyFeedstocks being delivered, such insurance naming the other Party as an additional insured, andproviding that the coverage represented thereby shall not be canceled nor modified unless at leastthirty (30) days prior written notice has been given to the additional insured.12. Inventory Reports. CIE will provide REG Marketing with daily reports showing thereceipt, usage and inventory of Feedstocks, and shipments, production and inventory of Biodieselproduced.13. Production Costs. Other than for the cost of the Feedstocks purchased anddelivered by REG Marketing, CIE shall be responsible for all costs of producing the Biodieselrequired under this Agreement, including without limitation all labor costs and the cost ofutilities, chemicals and other consumables used in such production.14. Testing. CIE shall be responsible for the cost of testing to fully certify theBiodiesel meets the specifications identified in the Order or Nomination. All sampling and testingshall be in conformance with BQ-9000 rules and regulations.15. Freight Costs. REG Marketing will bear the cost of all freight charges for theFeedstocks purchased by REG Marketing, and Biodiesel to be produced therefrom, pursuant to thisAgreement.
 
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16. Protection of REG Marketing’s Title. In order to better evidence REG Marketing’sownership of the Feedstocks and the Biodiesel produced therefrom, CIE hereby authorizes REGMarketing on its behalf, at any time and from time to time to file protective financing statementsin any Uniform Commercial Code jurisdiction, which may include without limitation any initialfinancing statements and amendments thereto that (i) describe the Feedstocks, and the Biodieselthat is the subject of this Agreement, and (ii) contain any otherinformation required or appropriate to be included pursuant to the Uniform Commercial Code ofthe state where filed, including that the organizational identification number of CIE is                     .CIE agrees to furnish any such information to REG Marketing promptly upon request. CIE will notpurport to pledge, mortgage or create, or suffer to exist a security interest in the Feedstocks andthe Biodiesel that is produced therefrom, in favor of any third party, and CIE, upon the request ofREG Marketing or in response to any inquiry that may be made, will inform any lender, lessor orother third party that has or may have a lien or security interest or any other interest inproperty of CIE that REG Marketing is the owner of the Feedstocks and the Biodiesel that is thesubject of this Agreement.17. Product Segregation. CIE shall be allowed to add additional Feedstocks owned byCIE as needed to meet the quality and yield requirements hereunder, so long as such additionalFeedstocks have cold flow characteristics that are capable of meeting the cold flow specificationsset out on the applicable Order or Nomination, and the Biodiesel to be produced shall in any eventmeet the specifications required hereunder, as modified by the Order or Nomination and Acceptanceapplicable.18. Failure to Process. If for any reason other than REG Marketing’s failure todeliver Feedstocks as required under this Agreement (and other than a matter covered by the forcemajeure provisions of this Agreement) CIE fails to process the Feedstocks in to the certifiedBiodiesel within the time frame contemplated by this Agreement, CIE will pay to REG Marketing theamount determined by first multiplying the number of pounds of Feedstocks delivered to CIE timesthe applicable percentage yield under Section 6 and converting to gallons to determine the gallonsof Biodiesel which should have been processed (“Required Gallons”); second, subtracting the actualgallons of Biodiesel received by REG Marketing from the Required Gallons to determine the number ofgallons which CIE failed to process (“Biodiesel Shortage”); and third, multiply the BiodieselShortage by REG Marketing’s average market price per gallon of Biodiesel delivered by CIE to REGMarketing up to such time of computation (or if none delivered another reasonable method ofdetermining the market value of Biodiesel FOB Newton as may be agreed by the Parties, or otherwisedetermined if the Parties can not so agree).19. Facility Shutdowns. CIE agrees to notify REG Marketing of any scheduled shutdownsa minimum of thirty (30) days in advance. In the event there are any Facility shutdowns due tounscheduled power or mechanical problems which will affect receiving or shipping schedules or areanticipated to continue for twenty-four (24) hours or more CIE will notify REG Marketing as soon aspossible.20. Tax Credits; Blending, Shipping & Loading. CIE will, at the request of REGMarketing, blend the Biodiesel with petroleum diesel (supplied by CIE at its cost) to create B99.9biodiesel at no additional charge to REG Marketing. Any excise tax or income tax credit or refund,including any blender’s credit or refund (“Tax Credits”) relating to the Biodiesel delivered to REGMarketing will be for the account of REG Marketing, and shall be submitted (as applicable) to theUnited States Internal Revenue Service (“IRS”) or other appropriate entity by CIE, unless otherwiserequested by REG Marketing. CIE will retain the exclusive right to any CCC Bioenergy refund orcredit that the Biodiesel may become eligible for. CIE will not claim any other Tax Creditsrelating to the Biodiesel delivered to REG Marketing without the written consent of REG Marketing.
 
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In addition, CIE shall fulfill the requests regarding additives and load temperature as setout on the “Shipping/Loadout Request” form supplied by REG Marketing and complete the loadoutinformation for each load of Biodiesel shipped, all as set out on the attached as Exhibit D hereto.21. RINs and Biodiesel Certificates. CIE and REG Marketing shall cooperate with eachother to generate Renewable Identification Numbers (RINs) for the gallons of Biodiesel producedpursuant to this Agreement, with such RINs to be the property of REG Marketing. CIE and REGMarketing shall also cooperate with each other to issue biodiesel certificates for the Biodieselproduced pursuant to this Agreement, which certificates shall be suitable for REG Marketing’s usein collecting the $1.00 per gallon blender’s tax credit. For purposes of clarity, all gallons forthese purposes shall be calculated on a temperature corrected basis (at 60° F).22. Force Majeure. Neither Party hereto shall be liable for any delay arising fromcircumstances beyond its control including acts of God, riot or civil commotion, industrialdispute, fire, flood, drought, act of government, terrorist acts, war, or sabotage (except failuresor delays resulting from a lack of a Party’s funds), provided that the Party seeking to be excusedshall make every reasonable effort to minimize the delay resulting therefrom and shall give promptwritten notice of the force majeure event to the other Party. The obligations of the Party givingnotice, so far as they are affected by the force majeure event, will be suspended during, but notlonger than, the continuance of the force majeure event. The affected Party must act withcommercially reasonable diligence to resume performance and notify the other Party that the forcemajeure event no longer affects its ability to perform under the Agreement.23. Independent Contractor. CIE is acting hereunder and its services are rendered toREG Marketing solely as an independent contractor. REG Marketing is not authorized and shall notcontract any obligations in the name of CIE as a result of this Agreement (the Partiesunderstanding that REG Marketing may have such authority as may arise from other contracts enteredin to by the Parties, and including that Management and Operational Services Agreement dated August22, 2006 (“MOSA”)). CIE accepts full and exclusive liability for the payment of any and allcontributions or taxes for unemployment and workers’ compensation insurance, old age retirementbenefits, pensions and annuities now or hereafter imposed by any federal or state governmentalauthority which are measured by wages, salaries or other remuneration paid to persons, and holdsharmless REG Marketing from any such liability. CIE agrees that in performing its dutiescontemplated by this Agreement it shall comply with all applicable federal and state laws, ordersand regulations, and, to its knowledge, represents and warrants that the Facilities are incompliance with existing environmental laws and regulations and OSHA standards which may apply tothe activities to be performed by CIE hereunder.24. Confidentiality. (a) “Confidential Information” of CIE and REG Marketing includes the terms of thisAgreement, the Feedstocks composition, the biodiesel specifications, all businessinformation of CIE and REG Marketing, including, but not limited to, their respectivepricing, supplier lists, quantities of supplies purchased, all processing andmanufacturing information of CIE and REG Marketing, all processes and information usedin the processing of Feedstocks into Biodiesel, and all other confidential orproprietary information of CIE and REG Marketing. All“Confidential Information” shall remain the sole property of the original owner ofthat information.
 
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 (b) CIE and REG Marketing agree that (except as necessary for REG Marketing to meetits obligations under the MOSA) they shall not for any purpose use or disclose to anythird party any Confidential Information not owned by it. Such confidentialityobligations shall survive the expiration or earlier termination of this Agreement.25. Default. Each Party will be entitled to all damages (including costs andreasonable attorney fees incurred in enforcement of such Party’s rights hereunder) and other rightsand remedies available at law or in equity, in addition to any other remedies as may be provided inthis Agreement, upon the default or other failure to perform of the other Party; provided, however,that before taking action to enforce such breach or terminating this Agreement the Party claimingdefault or failure to perform shall first provide the defaulting Party with written noticedetailing the circumstances of its failure to meet its obligations hereunder and an opportunity tocure such failure within ten (10) days of such notice.26. Miscellaneous. (a) Notices. Any notice (including Nominations and Acceptances) requiredor permitted to be given pursuant to this Agreement is validly given if in writing and:(i) personally delivered; (ii) sent by electronic facsimile transmission or other meansof electronic communication capable of producing a printed copy and a confirmation ofdelivery; or (iii) sent by prepaid registered mail or recognized overnight carrier,addressed to the applicable party at its address indicated below or to such otheraddress as any party may specify by notice in writing to the other. Any noticepersonally delivered on a business day will be deemed conclusively to have beeneffectively given on the date notice was delivered. Any notice given by facsimile orother means of electronic communication will be deemed conclusively to have been givenon the date specified on the confirmation of such transmission. Any notice sent byprepaid registered mail will be deemed conclusively to have been effectively given whenactually received. Notices shall be addressed as follows:       If to REG Marketing: 416 S. Bell Avenue, PO Box 888    Ames, IA 50010    Attn: Brad Albin    Fax:515-239-8019       If to CIE: 3426 East 28th St. North    Newton, IL 50208    Attn: Derek Winkel    Fax:641-791-1192Any party may change the address to which notices are to be sent to it by givingwritten notice of such change of address to the other parties in the manner hereinprovided for giving notice. Any such notice, demand, request or other communicationshall be deemed given when mailed or delivered as aforesaid.
 
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 (b) Cumulative Remedies. The rights and remedies provided to CIE and REGMarketing in this Agreement, or otherwise available at law or in equity, shall becumulative and may be exercised concurrently or successively. (c) Governing Law/Choice of Forum. This Agreement shall be deemed made andentered unto in the State of Iowa and shall be governed and construed under and inaccordance with the laws of the State of Iowa without resort to said state’s conflictof laws rules. The U.S. District Court for the Southern District of Iowa, or if suchcourt lacks jurisdiction, the Iowa District Court for Story County, Iowa, shall be thevenue and exclusive proper forum in which to adjudicate any case or controversy arisingeither, directly or indirectly, under or in connection with this Agreement. TheParties further agree that, in the event of litigation arising out of or in connectionwith these matters, they will not contest or challenge the jurisdiction or venue ofthese courts. (d) Amendments. This Agreement may not be modified or amended unless awritten amendment to this Agreement is executed by REG Marketing and CIE. (e) Severability. If any provision of this Agreement may be construed intwo ways, one of which would render the provision illegal or otherwise voidable andunenforceable and the other of which would render the provision valid and enforceable,such provision shall have the meaning which renders it valid and enforceable. Thelanguage of all provisions of this Agreement shall be construed according to its fairmeaning and not strictly against REG Marketing or CIE. It is the intention of theParties that the provisions of this Agreement be enforced to the fullest extent. Inthe event that any court shall determine that any provision of this Agreement isunenforceable as written, the Parties agree that the provision shall be amended so thatit is severable and they shall be interpreted and enforced as if all completely invalidor unenforceable provisions were not contained in this Agreement. Partially valid andenforceable provisions shall be enforced to the extent that they are partially validand enforceable. (f) Captions. Section captions are used only for convenience and are in noway to be construed as a part of this Agreement or as a limitation of the scope of theparticular sections to which they refer. Words of any gender used in this Agreementshall include any other gender, and words in the singular shall include the pluralwhere the context requires. (g) Assignment. Neither Party may assign any of its rights in or delegateany of its duties under this Agreement without the prior written consent of the otherParty. Notwithstanding the foregoing, a Party (“Assignor”) may without the need forconsent from the other Party assign any or all of its rights, duties and obligationsunder this Agreement to another entity, or to such Party’s affiliate or successor(collectively herein “Assignee”), if such Assignee expressly assumes allobligations not otherwise remaining with Assignor hereunder, and Assignornonetheless remains responsible hereunder.
 
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 (h) Interpretation. This Agreement has been prepared after extensivenegotiation between the Parties hereto, and if any ambiguity is contained herein, thenin resolving such ambiguity, no weight shall be given in favor of or against eitherParty solely on account of its drafting this Agreement. (i) Entire Agreement. Time is of the essence of this Agreement. ThisAgreement together with the Exhibits referenced herein constitute the entire agreementby and between the Parties and all prior written and verbal agreements, proposals,representations and other communications between the Parties regarding this tollingarrangement are superseded. (j) Counterparts. This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original, but all of which together willconstitute one and the same instrument, and may be executed and delivered by facsimilesignature or similar means, which shall be considered an original. (k) Most Favored Terms. CIE represents and warrants as of the date hereofand covenants and agrees from and after the date hereof that none of the provisionsoffered to any other person or entity is or will be more favorable to such person orentity than those offered under this Agreement, and, if they are or become morefavorable to any other person or entity during the term of this Agreement or anycontinuation or extension thereof, CIE shall give written notice thereof to REGMarketing, and REG Marketing shall have the option (which option must be exercised bywritten notice to CIE with ten (10) business days after notice thereof) to amend thisAgreement to include any such more favorable terms. If such option is exercised, CIEand REG Marketing shall execute an appropriate written amendment to this Agreement. (l) MOSA Fee. In view of the fact that this Agreement is to processFeedstocks owned by REG Marketing for the benefit of REG Marketing, REG Marketingagrees that CIE shall not be required to pay the variable fee of $***/gal under theMOSA for the volume of Biodiesel processed for and delivered to REG Marketing underthis Agreement.IN WITNESS WHEREOF, CIE and REG Marketing have executed this Agreement as of the date firstshown above.         CENTRAL IOWA ENERGY, LLC   REG MARKETING & LOGISTICS GROUP, LLC         By /s/ James Johnston   By: /s/ Nile D. Ramsbottom           Name: James Johnston     Name: Nile D. Ramsbottom  Title:   Chairman     Title:   President   *** Portions omitted pursuant to a request for confidential treatment and filed separately with theSEC.
 
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**Exhibit A**(Form of Order/Nomination)
 
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**Exhibit B**Feedstock Specifications**REG Feedstock Specifications**             Free Fatty          Acid (as   Insoluble   Color (FAC  Oleic) Moisture Impurities Total MIU Scale)Analytical Method            AOCS Ca 5a-40 AOCS Ca 2c-25 AOCS Ca 3a-46   AOCS Cc 13a-43Feedstock Type                     Choice White Grease <4 <1.0 <0.25 <2.0 TypicalBFT <4.0 <1.0 <0.25 <2.0 Typical
 
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**Exhibit C**REG-9000 ASTMBased off ASTM D 6751 Specifications         **REG-9000**   **Test Method****Test Parameter** **Limit** **Units** **(current revision)**Cloud point: Per Order o C D 2500 Allowable varianceof +/- 2 oCFree Glycerin: <0.014 % Mass D 6584Total Glycerin: <0.16 % Mass D 6584Monoglycerides1: <0.500 % Mass D 6584Diglycerides2: <0.200 % Mass D 6584Triglycerides3: <0.150 % Mass D 6584Water & Sediment: <0.020 % Volume D 2709Acid Number: <0.40 Mg KOH/g D 664Visual Inspection: 1, max Haze D 4176, procedure 2Relative Density at 60oF: 0.85 – 0.90 n/a D 1298 (BQ-9000)Oxidation Stability (110 oC): 3 min or per