EXHIBIT 10.2

                            CHANGE IN TERMS AGREEMENT

<TABLE>
<CAPTION>
--------------------- --------------- -------------- ------------ --------------- -------------- ---------- ------------
     PRINCIPAL          LOAN DATE       MATURITY       LOAN NO      CALL/COLL        ACCOUNT      OFFICER    INITIALS
<S>                     <C>            <C>              <C>           <C>            <C>          <C>        <C>
   $19,533,458.94       12-19-2001     01-31-2004       53455         47/400         119284         JB
--------------------- --------------- -------------- ------------ --------------- -------------- ---------- ------------
------------------------------------------------------------------------------------------------------------------------
     References in the shaded area are for Lender's use only and do not limit the applicability of this document to
    any particular loan or item. Any item above containing "* * *" has been omitted due to text length limitations.
------------------------------------------------------------------------------------------------------------------------
</TABLE>

BORROWER:    HUSKER AG, LLC         LENDER:    STEARNS BANK NATIONAL ASSOCIATION
             (TIN: 47-0836953)                 4191 SO 2ND ST
             PO BOX 10                         PO BOX 7338
             PLAINVIEW, NE 68769               ST CLOUD, MN 56302
================================================================================

PRINCIPAL AMOUNT:  $19,533,458.94              DATE OF AGREEMENT:  JUNE 28, 2003

DESCRIPTION OF EXISTING INDEBTEDNESS. PROMISSORY NOTE DATED 12-19-2001 IN THE
ORIGINAL PRINCIPAL AMOUNT OF $20,000,000.00.

DESCRIPTION OF CHANGE IN TERMS.  EXTEND MATURITY DATE.

PROMISE TO PAY.  HUSKER AG, LLC  ("Borrower")  promises  to pay to STEARNS  BANK
NATIONAL ASSOCIATION ("Lender"),  or order, in lawful money of the United States
of America,  the principal amount of Nineteen Million Five Hundred  Thirty-three
Thousand Four Hundred Fifyty-eight & 94/100 Dollars  ($19,533,458.94),  together
with interest on the unpaid principal  balance from December 1, 2003, until paid
in full.

PAYMENT.  Subject to any payment  changes  resulting  from changes in the Index,
Borrower will pay this loan on demand.  Payment in full is due immediately  upon
Lender's demand. If no demand is made, Borrower will pay this loan in accordance
with the following payments schedule: one monthly principal and interest payment
of $285,774.29,  beginning  December 31, 2003,  with interest  calculated on the
unpaid  principal  balances at an interest rate based on the WALL STREET JOURNAL
PRIME  RATE  (currently  4.000%),  plus a  margin  of 1.250  percentage  points,
resulting in an initial interest rate of 5.250%;  and one principal and interest
payment of $19,420,545.45  on January 31, 2004, with interest  calculated on the
unpaid  principal  balances at an interest rate based on the WALL STREET JOURNAL
PRIME  RATE  9currently  4.000%),  plus a  margin  of 1.250  percentage  points,
resulting in an initial interest rate of 5.250%. This estimated final payment is
based on the assumption  that all payments will be made exactly as scheduled and
that the  Index  does not  change;  the  actual  final  payment  will be for all
principal  and accrued  interest  not yet paid,  together  with any other unpaid
amounts under this Agreement.  unless otherwise agreed or required by applicable
law,  payments will be applied  first to any accrued  unpaid  interest;  then to
principal;  and then to any unpaid collection costs.  Interest on this Agreement
is computed on a 365/360 simple interest  basis;  that is, by applying the ratio
of the  annual  interest  rate  over  a year  of  360  days,  multiplied  by the
outstanding  principal  balance,  multiplied  by the  actual  number of days the
principal  balance is outstanding.  Borrower will pay Lender at Lender's address
shown above or at such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Agreement is subject to change
from time to time  based on changes in an  independent  index  which is the WALL
STREET JOURNAL PRIME RATE (the "Index"). The Index is not necessarily the lowest
rate charged by Lender on its loans. If the Index becomes unavailable during the
term of this loan,  Lender may  designate a  substitute  index  after  notice to
Borrower.  Lender  will tell  Borrower  the current  Index rate upon  Borrower's
request.  The  interest  rate  change  will not occur  more often than each DAY.
Borrower  understands  that  Lender may make loans based on other rates as well.
The index  currently  is 4.000%  per  annum.  The  interest  rate or rates to be
applied  to the unpaid  principal  balance of the Note will be the rate or rates
set forth herein in the "Payment" section.  Notwithstanding  any other provision
of this Agreement,  after the first payment  stream,  the interest rate for each
subsequent  payment  stream will be effective as of the last payment date of the
just-ending payment stream.  NOTICE: Under no circumstances will the interest on
the Note be more than the  maximum  rate  allowed by  applicable  law.  Whenever
increases occur in the interest rate,  Lender, at its option, may do one or more
of the following:  (A) increase  Borrower's  payments to ensure  Borrower's loan
will pay off by its  original  final  maturity  date,  (B)  increase  Borrower's
payments to cover  accruing  interest,  (C)  increase  the number of  Borrower's
payments,  and (D) continue  Borrower's payments at the same amount and increase
Borrower's final payment.

PREPAYMENT PENALTY. Upon prepayment of this Agreement, Lender is entitled to the
following prepayment penalty:  THIS NOTE MAY NOT BE PREPAID,  EITHER IN WHOLE OR
IN PART, EXCEPT AS PROVIDED HEREIN. EFFECTIVE DECEMBER 23, 2003 THIS NOTE MAY BE
PREPAID  AT ANY TIME IN  WHOLE OR IN PART  UPON 10 DAYS  WRITTEN  NOTICE  TO THE
HOLDER  HEREOF AND UPON  PAYMENT OF A  PREPAYMENT  PREMIUM IN AN AMOUNT EQUAL TO
3.0% OF THE AMOUNT OF SUCH PREPAYMENT  DURING THE CONSTRUCTION  PERIOD,  5.0% OF
THE AMOUNT OF SUCH PREPAYMENT DURING YEAR ONE FOLLOWING THE CONSTRUCTION PERIOD,
4.0% OF THE  AMOUNT  OF SUCH  PREPAYMENT  DURING  THE  YEAR  TWO  FOLLOWING  THE
CONSTRUCTION PERIOD, 3.0% OF THE AMOUNT OF SUCH PREPAYMENT DURING THE YEAR THREE
FOLLOWING THE CONSTRUCTION  PERIOD, 2.0% OF THE AMOUNT OF SUCH PREPAYMENT DURING
YEAR FOUR  FOLLOWING  THE  CONSTRUCTION  PERIOD,  AND 1.0% OF THE AMOUNT OF SUCH
PREPAYMENT DURING YEAR FIVE FOLLOWING THE CONSTRUCTION  PERIOD.  ALL PREPAYMENTS
SHALL, AT THE OPTION OF THE HOLDER HEREOF,  FIRST BE APPLIED TO ACCRUED INTEREST
AND THE REMAINDER THEREOF TO PRINCIPAL. NOT WITHSTANDING ANY SUCH PREPAYMENT(S),

<PAGE>

                            CHANGE IN TERMS AGREEMENT
LOAN NO. 53455                    (CONTINUED)                             PAGE 2

================================================================================

UNTIL THE  PRINCIPAL  AMOUNT OF THIS NOTE AND ALL  INTEREST  THEREON  IS PAID IN
FULL, THE MAKER HEREOF SHALL CONTINUE TO MAKE INSTALLMENT PAYMENTS OF P;RINCIPAL
AND  INTEREST IN THE AMOUNTS AND AT THE TIMES  PROVIDED  HEREIN.  Except for the
foregoing, Borrower may pay all or a p;ortion of the amount owed earlier than it
is due. Early payments will not, unless agreed to by Lender in writing,  relieve
Borrower of Borrower's obligation to continue to make payments under the payment
schedule.  Rather,  early payments will reduce the principal balance due and may
result in Borrower's  making fewer payments.  Borrower agrees not to send Lender
payments marked "paid in full",  "without  recourse",  or similar  language.  If
Borrower  sends  such a payment,  Lender  may  accept it  without  losing any of
Lender's rights under this Agreement, and ?Borrower will remain obligated to pay
any  further  amount  owed to  Lender.  All  written  communications  concerning
disputed amounts, including any check or other payment instrument that indicates
that the  payment  constitutes  "payment  in full" of the amount owed or that is
tendered  with other  conditions or  limitations  or as full  satisfaction  of a
disputed   amount  must  be  mailed  or  delivered  to:  STEARNS  BANK  NATIONAL
ASSOCIATION, 4191 SO 2ND ST, ST. CLOUD, MN 56302-7338.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, the total sum due under this Agreement will bear interest from the
date of acceleration or maturity at the variable interest rate on this
Agreement. The interest rate will not exceed the maximum rate permitted by
applicable law.

DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:

      PAYMENT  DEFAULT.  Borrower  fails to make any payment  when due under the
      indebtedness.

      OTHER  DEFAULTS.  Borrower  fails to comply  with or to perform  any other
      term, obligation,  covenant or condition contained in this Agreement or in
      any of the  Related  Documents  or to comply  with or to perform any term,
      obligation, covenant or condition contained in any other agreement between
      Lender and Borrower.

      DEFAULT  IN FAVOR OF THIRD  PARTIES.  Borrower  defaults  under  any loan,
      extension of credit,  security agreement,  purchase or sales agreement, or
      any other  agreement,  in favor of any other  creditor  or person that may
      materially  affect any of  Borrower's  property or  Borrower's  ability to
      perform Borrower's  obligations under this Agreement or any of the related
      Documents.

      FALSE  STATEMENTS.  Any  warranty,  representation  or  statement  made or
      furnished  to  Lender by  Borrower  or on  Borrower's  behalf  under  this
      Agreement or the Related  Documents is false or misleading in any material
      respect,  either now or at the time made or furnished or becomes  false or
      misleading at any time thereafter.

      DEATH OR INSOLVENCY.  The  dissolution of Borrower  (regardless of whether
      election to continue is made), any member withdraws from Borrower,  or any
      other termination of Borrower's existence as a going business or the death
      of any member,  the insolvency of Borrower,  the appointment of a receiver
      for any part of Borrower's  property,  any  assignment  for the benefit of
      creditors,  any  type of  creditor  workout,  or the  commencement  of any
      proceeding under any bankruptcy or insolvency laws by or against Borrower.

      CREDITOR  OR  FORFEITURE  PROCEEDINGS.   Commencement  of  foreclosure  or
      forfeiture  proceedings,   whether  by  judicial  proceeding,   self-help,
      repossession  or any other  method,  by any creditor of Borrower or by any
      governmental agency against any collateral securing the indebtedness. This
      includes a garnishment of any of Borrower's  accounts,  including  deposit
      accounts,  with Lender.  However, this Event of Default shall not apply if
      there  is a  good  faith  dispute  by  Borrower  as  to  the  validity  or
      reasonableness  of the  claim  which  is the  basis  of  the  creditor  or
      forfeiture  proceeding  and if Borrower gives Lender written notice of the
      creditor or  forfeiture  proceeding  and deposits  with Lender monies or a
      surety  bond for the  creditor  or  forfeiture  proceeding,  in an  amount
      determined by Lender. In its sole discretion, as being an adequate reserve
      or bond for the dispute.

      EVENTS  AFFECTING  GUARANTOR.  Any of the  preceding  events  occurs  with
      respect to any guarantor,  endorser, surety, or accommodation party of any
      of the indebtedness or any guarantor,  endorser,  surety, or accommodation
      party dies or becomes incompetent, or revokes or disputes the validity of,
      or liability  under,  any Guaranty of the  indebtedness  evidenced by this
      Note. In the event of a death,  Lender, at its option,  may, but shall not
      be required to, permit the  guarantor's  estate to assume  unconditionally
      the  obligations  arising under the guaranty in a manner  satisfactory  to
      Lender, and, in doing so, cure any Event of Default.

      ADVERSE CHANGE. A material  adverse change occurs in Borrower's  financial
      condition,  or Lender  believes the prospect of payment of  performance of
      the indebtedness is impaired.

      INSECURITY. Lender in good faith believes itself insecure.

      CURE  PROVISIONS.  If any  default,  other  than a default  in  payment is
      curable  and if  Borrower  has not been  given a notice of a breach of the
      same provision of this Agreement  within the preceding twelve (12) months,
      it may be cured (and no event of default will have  occurred) if Borrower,
      after receiving written notice from Lender demanding cure of such default:
      (1)  cures  the  default  within  fifteen  (15)  days;  or (2) if the cure
      requires more than fifteen (15) days,  immediately  initiates  steps which

<PAGE>
USKER AG, LLC
      Lender deems in Lender's  sole  discretion  to be  sufficient  to cure the
      default  and  thereafter   continues  and  completes  all  reasonable  and
      necessary  steps  sufficient  to produce  compliance as soon as reasonably
      practical.

LENDER'S  RIGHTS.  Upon default,  Lender may declare the entire unpaid principal
balance on this Agreement and all accrued unpaid interest  immediately  due, and
then Borrower will pay that amount.

ATTORNEYS' FEES;  EXPENSES.  Lender may hire or pay someone else to help collect
this  Agreement if Borrower does not pay.  Borrower will pay Lender that amount.
This includes,  subject to any limits under applicable law, Lender's  reasonable
attorneys' fees and Lender's legal expenses,  whether or not there is a lawsuit,
including  reasonable  attorneys'  fees,  expenses  for  bankruptcy  proceedings
(including  efforts to modify or vacate any automatic  stay or  injunction)  and
appeals.  If not prohibited by applicable law,  Borrower also will pay any court
costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.

GOVERNING  LAW. This  Agreement  will be governed by,  construed and enforced in
accordance  with  federal  law and the  laws of the  State  of  Minnesota.  This
Agreement has been accepted by Lender in the State of Minnesota.

RIGHT OF SETOFF.  To the extent  permitted by applicable  law, Lender reserves a
right of  setoff in all  Borrower's  accounts  with  Lender  (whether  checking,
savings,  or some other  account).  This  includes all accounts  Borrower  holds
jointly  with  someone  else and all  accounts  Borrower may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower  authorizes Lender, to the
extent  permitted by  applicable  law, to charge or setoff all sums owing on the
indebtedness  against any and all such  accounts,  and, at Lender's  option,  to
administratively  freeze all such  accounts to allow Lender to protect  Lender's
charge and setoff rights provided in this paragraph.

COLLATERAL.  Borrower  acknowledges  this  Agreement is secured by COLLATERAL AS
DESCRIBED IN THE  FOLLOWING  DOCUMENTS:  DEED OF TRUST,  ASSIGNMENT OF RENTS AND
SECURITY AGREEMENT FROM BORROWER TO LENDER DATED 12-19-01.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original  obligation or obligations,  including all agreements  evidenced or
securing  the  obligation(s),  remain  unchanged  and in full force and  effect.
Consent  by Lender to this  Agreement  does not waive  Lender's  right to strict
performance of the  obligation(s)  as changed,  nor obligate  Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligations(s). It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s)  including  accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser,  including accommodation makers will not be released by virtue of this
Agreement.  If any person who signed the original  obligation does not sign this
Agreement below,  then all persons signing below acknowledge that this Agreement
is  given  conditionally,  based  on  the  representation  to  Lender  that  the
non-signing  party  consents to the changes and  provisions of this Agreement or
otherwise  will not be  released  by it.  This  waiver  applies  not only to any
initial  extension  modification  or  release,  but also to all such  subsequent
actions.

LATE CHARGE. SHOULD BORROWER FAIL TO PAY ANY PAYMENT REQUIRED DURING THE TERM OF
THIS LOAN, OR TO PAY THE INDEBTEDNESS UPON THE MATURITY OF THIS LOAN, AND SHOULD
ANY SUCH AMOUNT  REMAIN  UNPAID FOR A PERIOD OF TEN (10) DAYS  FOLLOWING ITS DUE
DATE,  THEN BORROWER  AGREES AND COVENANTS TO PAY TO LENDER A LATE CHARGE IN THE
AMOUNT OF FIVE  PERCENT (5%) OF ANY SUCH  AMOUNT,  INCLUDING  THE AMOUNT DUE AND
PAYABLE AT MATURITY.

ADDITIONAL COVENANTS.

A) NO DISTRIBUTIONS WITHOUT PRIOR LENDER APPROVAL AND ISSUANCE OF THE USDA LOAN
NOTE GUARANTEE.

B) MINIMUM 40% BALANCE SHEET TANGIBLE NET WORTH MUST BE MAINTAINED


C) DEBT SERVICE COVERAGE RATIO OF AT LEAST 1.20x AFTER DISTRIBUTIONS.

SUCCESSORS AND ASSIGNS.  Subject to any limitations  stated in this Agreement on
transfer of Borrower's interest,  this Agreement shall be binding upon and inure
to the benefit of the parties, their successors and assigns. If ownership of the
Collateral  becomes  vested in a person  other than  Borrower,  Lender,  without
notice to Borrower,  may deal with Borrower's  successors with reference to this
Agreement  and the  indebtedness  by way of  forbearance  or  extension  without
releasing Borrower from the obligations of this Agreement or liability under the
indebtedness.

MISCELLANEOUS PROVISIONS.  This Agreement is payable on demand. The inclusion of
specific  default  provisions  or rights of Lender shall not  preclude  Lender's
right to declare  payment of this  Agreement on its demand.  Lender may delay or
forgo  enforcing  any of its rights or  remedies  under this  Agreement  without
losing them.  Borrower and any other  person who signs,  guarantees  or endorses
this  Agreement,  to the extent  allowed by law, waive  presentment,  demand for
payment, and notice of dishonor. Upon any change in the terms of this Agreement,

<PAGE>

                            CHANGE IN TERMS AGREEMENT
LOAN NO. 53455                    (CONTINUED)                             PAGE 4

================================================================================

and  unless  otherwise  expressly  stated in  writing,  no party who signs  this
Agreement,  whether as maker, guarantor,  accommodation maker or endorser, shall
be released  from  liability.  All such  parties  agree that Lender may renew or
extend (repeatedly and for any length of time) this loan or release any party or
guarantor or  collateral;  or impair,  fall to realize upon or perfect  Lender's
security interest in the collateral;  and take any other action deemed necessary
by Lender  without the  consent of or notice to anyone.  All such  parties  also
agree that  Lender  may modify  this loan  without  the  consent of or notice to
anyone other than the party with whom the  modification is made. The obligations
under this Agreement are joint and several.

SECTION DISCLOSURE. This loan is made under Minnesota Statutes, Section 47.59.

PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS AGREEMENT,  INCLUDING THE VARIABLE  INTEREST RATE  PROVISIONS.  BORROWER
AGREES TO THE TERMS OF THE AGREEMENT.


BORROWER:



HUSKER AG, LLC



BY:                                       BY:
    --------------------------                --------------------------
    GARY KUESTER, CHAIRMAN OF                 JACK FRAHM, SECRETARY OF
    HUSKER AG, LLC                            HUSKER AG, LLC


BY:                           (SEAL)   BY:                              (SEAL)
    --------------------------                --------------------------
    SCOTT CARPENTER, VICE                     CORY FURSTENAU, TREASURER OF
    CHAIRMAN OF HUSKER AG, LLC                HUSKER AG, LLC


<PAGE>



WHEN RECORDED MAIL TO:
      STEARNS BANK NATIONAL ASSOCIATION
      4191 SO 2ND ST
      PO BOX 7338
      ST CLOUD, MN  56302                                FOR RECORDER'S USE ONLY
--------------------------------------------------------------------------------

                          MODIFICATION OF DEED OF TRUST

THIS MODIFICATION OF DEED OF TRUST DATED DECEMBER 23, 2003, IS MADE AND EXECUTED
BETWEEN  HUSKER AG, LLC,  F/K/A HUSKER AG  PROCESSING,  LLC, A NEBRASKA  LIMITED
LIABILITY  COMPANY WHOSE ADDRESS IS PO BOX 10,  PLAINVIEW,  NE 68769 ("TRUSTOR")
AND STEARNS BANK NATIONAL ASSOCIATION, 4191 SO 2ND ST, PO BOX 7338, ST CLOUD, MN
56302 ("LENDER").

DEED OF TRUST.  Lender  and  Trustor  have  entered  into a Deed of Trust  dated
December  19,  2001 (the  "Deed of  Trust")  which has been  recorded  in PIERCE
County, State of Nebraska, as follows:

      RECORDED DECEMBER 26, 2001, IN BOOK 137 OF MORTGAGES,  PAGE 316, IN PIERCE
COUNTY, NEBRASKA.

REAL PROPERTY DESCRIPTION. The Deed of Trust covers the following described real
property located in PIERCE County, State of Nebraska:

      See EXHIBIT "A" which is attached to this  Modification and made a part of
this Modification as if fully set forth herein.

The  Real  Property  or its  address  is  commonly  known  as  HIGHWAY  20 EAST,
PLAINVIEW, NE 68769. The Real Property tax identification number is 700023625.

MODIFICATION. ender and Trustor hereby modify the Deed of Trust as follows:

      EXTEND MATURITY DATE TO SEPTEMBER 31, 2004.

CONTINUING  VALIDITY.  Except  as  expressly  modified  above,  the terms of the
original  Deed of Trust  shall  remain  unchanged  and in full force and effect.
Consent by Lender to this  Modification does not waive Lender's right to require
strict  performance of the Deed of Trust as changed above nor obligate Lender to
make any future  modifications.  Nothing in this Modification shall constitute a
satisfaction  of the promissory  note or other credit  agreement  secured by the
Deed of Trust (the  "Note").  It is the  intention of Lender to retain as liable
all parties to the Deed of Trust and all  parties,  makers and  endorsers to the
Note, including  accommodation parties,  unless a party is expressly released by
Lender in writing. Any maker or endorser,  including accommodation makers, shall
not be  released  by virtue of this  Modification.  If any person who signed the
original Deed of Trust does not sign this Modification, then all persons signing
below  acknowledge that this Modification is given  conditionally,  based on the
representation to Lender that the non-signing person consents to the changes and
provisions of this  modification  or otherwise  will not be released by it. This
waiver applies not only to any initial  extension or  modification,  but also to
all such subsequent actions.

TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MODIFICATION OF DEED
OF TRUST AND TRUSTOR AGREES TO ITS TERMS.  THIS MODIFICATION OF DEED OF TRUST IS
DATED DECEMBER 23, 2003.


<PAGE>

TRUSTOR:


HUSKER AG, LLC


BY:
     ------------------------------------------------
     GARY KUESTER, CHAIRMAN OF HUSKER AG, LLC

BY:
     ------------------------------------------------
     JACK FRAHM, SECRETARY OF HUSKER AG, LLC

BY:
     ------------------------------------------------
     SCOTT CARPENTER, VICE CHAIRMAN OF HUSKER AG, LLC

BY:
     ------------------------------------------------
     CORY FURSTENAU, TREASURER OF HUSKER AG, LLC


LENDER:


X
     ------------------------------------------------
     AUTHORIZED OFFICER



--------------------------------------------------------------------------------
                    LIMITED LIABILITY COMPANY ACKNOWLEDGMENT

STATE OF                                     )
         -----------------------------------
                                             ) SS
COUNTY OF                                    )
          ----------------------------------

ON THIS ________ DAY OF  __________________,  20____, BEFORE ME, THE UNDERSIGNED
NOTARY  PUBLIC,   PERSONALLY  APPEARED  GARY  KUESTER,   CHAIRMAN;  JACK  FRAHM,
SECRETARY; SCOTT CARPENTER, VICE CHAIRMAN; CORY FURSTENAU,  TREASURER; OF HUSKER
AG,  LLC,  AND KNOWN TO ME TO BE PARTNERS  OR  DESIGNATED  AGENTS OF THE LIMITED
LIABILITY   COMPANY  THAT  EXECUTED  THE  MODIFICATION  OF  DEED  OF  TRUST  AND
ACKNOWLEDGED  THE  MODIFICATION TO BE THE FREE AND VOLUNTARY ACT AND DEED OF THE
LIMITED LIABILITY COMPANY, BY AUTHORITY OF STATUTE, ITS ARTICLES OF ORGANIZATION
OR ITS OPERATING AGREEMENT,  FOR THE USES AND PURPOSES THEREIN MENTIONED, AND ON
OATH STATED THAT THEY ARE  AUTHORIZED TO EXECUTE THIS  MODIFICATION  AND IN FACT
EXECUTED THE MODIFICATION ON BEHALF OF THE LIMITED LIABILITY COMPANY.

                     BY
                        --------------------------------------------------------

                     NOTARY PUBLIC IN AND FOR THE STATE OF
                                                           ---------------------

                     RESIDING AT
                                 -----------------------------------------------

                     MY COMMISSION EXPIRES
                                           -------------------------------------


<PAGE>



                          MODIFICATION OF DEED OF TRUST
LOAN NO: 53455                    (CONTINUED)                             PAGE 3

                              LENDER ACKNOWLEDGMENT
--------------------------------------------------------------------------------

STATE OF                                     )
         -----------------------------------
                                             ) SS
COUNTY OF                                    )
          ----------------------------------

ON THIS ________ DAY OF  __________________,  20____, BEFORE ME, THE UNDERSIGNED
NOTARY PUBLIC, PERSONALLY APPEARED  __________________________,  AND KNOWN TO ME
TO BE THE  __________________________________  AUTHORIZED  AGENT FOR THE  LENDER
THAT  EXECUTED  THE  WITHIN  AND  FOREGOING  INSTRUMENT  AND  ACKNOWLEDGED  SAID
INSTRUMENT TO BE THE FREE AND  VOLUNTARY  ACT AND DEED OF THE SAID LENDER,  DULY
AUTHORIZED BY THE LENDER  THROUGH ITS BOARD OF DIRECTORS OR  OTHERWISE,  FOR THE
USES  AND  PURPOSES  THEREIN  MENTIONED,  AND ON OATH  STATED  THAT HE OR SHE IS
AUTHORIZED  TO EXECUTE  THIS SAID  INSTRUMENT  AND THAT THE SEAL  AFFIXED IS THE
CORPORATE SEAL OF SAID LENDER.

                     BY
                        --------------------------------------------------------

                     NOTARY PUBLIC IN AND FOR THE STATE OF
                                                           ---------------------

                     RESIDING AT
                                 -----------------------------------------------

                     MY COMMISSION EXPIRES
                                           -------------------------------------

<PAGE>

                     DISBURSEMENT REQUEST AND AUTHORIZATION

<TABLE>
<CAPTION>
--------------------- --------------- -------------- ------------ --------------- -------------- ---------- ------------
     PRINCIPAL          LOAN DATE       MATURITY       LOAN NO      CALL/COLL        ACCOUNT      OFFICER    INITIALS
<S>                     <C>            <C>              <C>           <C>            <C>          <C>        <C>
   $19,533,458.94       12-19-2001     01-31-2004       53455         47/400         119284         JB
--------------------- --------------- -------------- ------------ --------------- -------------- ---------- ------------
------------------------------------------------------------------------------------------------------------------------
     References  in the shaded  area are for  Lender's  use only and do not limit the applicability  of this document to
    any  particular  loan or item. Any item above containing "* * *" has been omitted due to text length limitations.
------------------------------------------------------------------------------------------------------------------------
</TABLE>

BORROWER:    HUSKER AG, LLC         LENDER:    STEARNS BANK NATIONAL ASSOCIATION
             (TIN: 47-0836953)                 4191 SO 2ND ST
             PO BOX 10                         PO BOX 7338
             PLAINVIEW, NE 68769               ST CLOUD, MN 56302
================================================================================

LOAN TYPE. This is a Variable Rate  Nondisclosable Draw Down Line of Credit Loan
to a Limited Liability Company for  $19,533,458.94  due on January 31, 2004. The
reference  rate (based on WALL STREET JOURNAL PRIME RATE) is added to the margin
of 1.250%,  resulting  in an initial  rate of 5.250.  This is a secured  renewal
loan.

PRIMARY PURPOSE OF LOAN.  The primary purpose of this loan is for:

         |_| Maintenance of Borrower's Primary Residence.

         |_| Personal, Family or Household Purposes or Personal Investment.

         |_| Agricultural Purposes.

         |X| Business Purposes.

SPECIFIC  PURPOSE.  The  specific  purpose of this loan is:  CONSTRUCT  A 20 MGY
CAPACITY ETHANOL PLANT IN PLAINVIEW NE.

FLOOD  INSURANCE.  As reflected on Flood Map No. 310466 0025B dated  06-04-1987,
for the  community of PIERCE  COUNTY,  some of the property that will secure the
loan is not located in an area that has been  identified  by the Director of the
Federal  Emergency  Management  Agency as an area having  special flood hazards.
Therefore,  although  flood  insurance  may be available  for the  property,  no
special flood hazard insurance is required by law for this loan.

DISBURSEMENT  INSTRUCTIONS.  Borrower  understands that no loan proceeds will be
disbursed  until  all of  Lender's  conditions  for  making  the loan  have been
saisfied. Please disburse the loan proceeds of $19,533,458.94 as follows:

             OTHER DISBURSEMENTS:                            $19,533,458.94
               $19,533,458.94 EXTEND NOTE #53455
                                                          -----------------

             NOTE PRINCIPAL:                                 $19,533,458.94


CHARGES  PAID IN  CASH.  Borrower  has paid or will  pay in cash as  agreed  the
following charges:

             PREPAID FINANCE CHARGES PAID IN CASH:                    $0.00

             OTHER CHARGES PAID IN CASH:                             $20.50
               $20.50 FILING / RECORDING FEES
                                                          -----------------
             TOTAL CHARGES PAID IN CASH:                             $20.50


FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION
AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS
AUTHORIZATION IS DATED DECEMBER 23, 2003.


BORROWER:

HUSKER AG, LLC


BY:                           (SEAL)      BY:                           (SEAL)
    --------------------------                --------------------------
    GARY KUESTER, CHAIRMAN OF                 JACK FRAHM, SECRETARY OF
    HUSKER AG, LLC                            HUSKER AG, LLC


BY:                           (SEAL)   BY:                              (SEAL)
    --------------------------                --------------------------
    SCOTT CARPENTER, VICE                     CORY FURSTENAU, TREASURER OF
    CHAIRMAN OF HUSKER AG, LLC                HUSKER AG, LLC