RISK
      MANAGEMENT AND FEEDSTOCK AGENCY AGREEMENT

    


    THIS
      AGREEMENT (the “Agreement”),
      is
      made and entered into this 31
      day
      of
May
      ,
      2007,
      by and among Southern Iowa BioEnergy, LLC (“Client”),
      an
      Iowa limited liability company with its principal office located at 115 S.
      Linden St., Lamoni, IA 50140, and FCSTONE, LLC (“FCStone”),
      an
      Iowa limited liability company with its principal office located at 2829 Westown
      Parkway, Suite 100, West Des Moines, Iowa, 50266.

     

    RECITALS

    


    WHEREAS,
      Client
      is developing, or has developed, a biodiesel fuel production facility located
      near Osceola, Iowa (the “Plant”)
      that
      will produce several products, including biodiesel, using bulk vegetable oil,
      tallow, or other suitable feedstock, or crude feedstock, if Client develops
      pretreatment capability allowing crude feedstocks to be utilized at the plant
      (“Feedstock”)
      as its
      feedstock; and

    


    WHEREAS,
      FCStone
      is in the business of acting as a purchasing agent and providing marketing,
      risk
      management, and related services pertaining to commodities.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and other good and valuable consideration, the
      receipt of which is hereby acknowledged, the parties agree as
      follows:

    


    1. Scope
      of Services.
      FCStone
      shall provide the Feedstock risk management, purchasing agency, and related
      services as described in Exhibit A and incorporated herein, under terms and
      conditions as hereinafter further provided. 

    


    2. Risk
      Management Services by FCStone. FCStone
      shall, during the term hereof, provide consulting
      services to Client in the implementation of a risk management program
      for Client.
      The
      services to be provided by FCStone are set forth in the portions of Exhibit
      A
      attached hereto which refer to FCStone. In connection therewith, the parties
      may
      agree to enter into certain hedging or other futures agreements and transactions
      from time to time.
      In such
      event
      all
      costs of such hedging, including margin calls and commissions, shall be the
      responsibility of Client. All such futures or contracts shall be executed on
      behalf of, and transacted in the name of, Client upon specific approval and
      direction by a Client Representative. All such transactions shall be subject
      to,
      and governed by, the applicable account agreements
      between
      Client and FCStone or other applicable party. Transaction fees, commissions,
      and
      other charges shall be paid by Client as agreed from time to time and shall
      be
      in addition to the FCStone Service Fee set forth in Section 5.

     

    3. Feedstock
      Purchasing Agent Services by FCStone. FCStone
      shall
act
      as
      Client’s exclusive purchasing agent for Feedstock, except as provided in Section
      6(e) herein. FCStone’s authority as purchasing agent shall be limited to
      solicitation of new supply relationships for Client and the solicitation of
      supply proposals, including proposed individual supply contracts for immediate
      or future delivery for acceptance by Client after a new supply relationship
      has
      been established. FCStone shall have no authority to bind client to any contract
      with any provider of Feedstock except to the extent Client accepts a proposed
      contract as provided in Section 6 herein. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Delivery
      Agent Services by FCStone.
      FCStone
      shall act as Client's exclusive delivery agent for Feedstock, except as
      otherwise provided by this Agreement. FCStone’s responsibility under this
      Agreement shall be limited to arranging for, but not actually performing,
      transportation of Feedstock. Notwithstanding the foregoing, Client, upon proper
      notice to FCStone, may arrange for delivery of Feedstock.

     

    5. Fees.
      Client
      shall pay FCStone a service fee for its services (the “FCStone
      Service Fee”),
      to be
      determined as follows:

    


    (a) Beginning
      on the date the plant is operational (the “Operational
      Date”),
      the
      FCStone Service Fee shall be Four Hundred Fifty Thousand Dollars ($450,000)
      per
      year, which is one and one-half of a cent
      ($0.015)
      per
      gallon of the anticipated annual Plant nameplate capacity of thirty million
      (30,000,000) gallons per year, payable
      in advance in equal monthly installments of Thirty-Seven Thousand Five Hundred
      Dollars ($37,500) per month, due on the first day of each month after the
      Operational Date.

    


    (b) The
      FCStone Service Fee shall be adjusted if the actual Plant nameplate capacity
      is
      more or less than that stated above, but shall not be less than Three Hundred
      Thirty-Seven Thousand Five Hundred Dollars per annum ($337,500) in any event.
      

    


    (c) In
      addition to such fees, as noted in Section 2, Client shall also pay
      any
transaction
      commissions, fees, services charges or other charges arising from options,
      futures or other risk management transactions executed through FCStone, its
      affiliates, or others in accordance with their applicable schedules of
      rates.
      

    


    (d) FCStone
      shall, if requested by Client, grant a partial abatement of up to 25% of the
      FCStone Service Fee for any period of time that the production of the Plant
      shall be suspended or substantially reduced due to: (i) force majeure events
      other than lack of available market supply of Feedstock; or (ii) Plant casualty
      or other extraordinary cause; or (iii) due to scheduled maintenance of the
      Plant. The amount of any abatement shall be determined by FCStone in its sole
      discretion after taking into account relevant factors pertaining to the fairness
      of the FCStone Service Fee, including services continuing to be provided and
      FCStone’s direct and indirect costs that continue to be incurred or that are
      avoided.

    


    6. Feedstock
      Agency Terms. Feedstock purchasing
      services by FCStone shall be provided
      in accordance with Exhibit A and the following terms:

    


    (a) Sources
      of Supply.
      FCStone
      shall solicit sources of supply for Client as required to provide for Client’s
      requirements of Feedstock
      under prevailing market conditions,
      and for
      this purpose may deliver appropriate documents to Feedstock suppliers for
      execution and submission to Client. Client may, in its sole discretion, accept
      or reject any proposed supplier. If Client accepts a supplier it will notify
      FCStone that such supplier is authorized to enter into supply contracts with
      Client.

     

    
      
        
        

      

      
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    (b) Transactions.
      After
      Client has notified FCStone that it has accepted a proposed supplier
      (“Supplier”),
      and
      until such time as Client notifies FCStone that it desires to terminate such
      Supplier’s relationship, FCStone may solicit transactions between Client and the
      Supplier. All such transactions shall be solicited at such rates and terms
      between Client and the Supplier as Client shall from time to time authorize.
      If
      a Supplier desires to contract for delivery of Feedstock
      to
      Client, FCStone shall immediately issue agency advice thereof to Client, and
      if
      Client decides to accept such contract Client shall send a confirmation to
      FCStone and the Supplier. All transaction shall be documented under forms
      consistent with the Trade Rules of the National Oilseed Processors Association
      to the extent applicable, or such other industry standards as may be
      applicable.

     

    (c) FCStone
      Purchasing Agent Responsibilities. 

     

    (1) FCStone
      shall introduce each Supplier to Client on a basis which fully discloses that
      FCStone is a purchasing agent and that Client is the principal in transactions
      with the Supplier. FCStone shall obtain and verify new Supplier account
      documentation and initially approve each Supplier before submitting new Supplier
      documentation to Client.

     

    (2) FCStone
      shall propose contracts with Suppliers to Client in quantities and on such
      terms, including but not limited to, cash forward contracts, as FCStone shall
      determine are needed to satisfy Client’s requirements of Feedstock
      on a cost effective basis, after taking into account prevailing market
      conditions and circumstances of supply and demand.

     

    (3) FCStone
      shall be responsible for review of all proposed transactions and contracts
      before submission to Client for acceptance.

     

    (d) Client
      Responsibilities.

     

    (1) Client
      will be solely responsible as principal for all contracts with each Supplier
      for
      delivery of Feedstock
      and shall
      fully perform such contracts according to their terms. 

     

    (2) Client
      shall timely review all proposed contract with Suppliers and shall promptly
      notify FCStone of acceptance or rejection thereof.

     

    (3) Client
      shall be responsible for examination of Feedstock
      and related testing and delivery documents as provided by Supplier
      to
      Client.

     

    (4) Client
      shall timely accept or reject each delivery of Feedstock
      under
      the
      terms of each contract.

     

    (e) Failure
      of Supply.
      FCStone
      shall use reasonable efforts to obtain an adequate and timely supply of
Feedstock
      for Client’s requirements at prices consistent with prevailing market
      conditions, but shall have no liability or responsibility for the inability
      to
      obtain supplies due to market conditions. The inability to obtain feedstock
      shall not abate or reduce the service fee to FCStone hereunder. Notwithstanding
      the foregoing, in the event FCStone is unable to meet Client's requirements
      for
      Feedstock, Client shall be entitled to obtain feedstock from third parties.
      

     

    
      
        
        

      

      
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    (f) Exchange
      of Data.
      Client
      and FCStone agree that each will supply the other party with all appropriate
      data in its possession pertinent to the proper performance and supervision
      of
      any functions or responsibilities undertaken pursuant to this
      Agreement.

     

    7. Delivery
      Agency Terms.

    


    (a) FCStone
      Responsibilities.

    


    (i) FCStone
      shall use reasonable efforts to arrange for delivery of Feedstock as set forth
      in an order confirmation through the selection of a duly authorized common
      carrier. Such common carrier shall be Client’s agent and FCStone shall not be
      liable for (i) any delay, loss or damage in shipment, or (ii) bodily injury
      or
      property damage claims asserted by third parties against the common carrier
      and/or Client. The parties understand and agree that FCStone makes no express
      or
      implied warranties or guarantees concerning delivery time or the locating of
      a
      common carrier to provide the delivery services requested by
      Client.

    


    (b) Client
      Responsibilities.

    


    (i) Client
      shall give FCStone 5 days written notices before each shipment of Feedstock
      is
      required. Client shall be responsible for timely and accurate delivery
      instructions and description of Feedstock, including any special handling
      instructions, for any shipment.

    


    (ii) Client
      shall enter into contracts with common carriers for delivery of Feedstock.
      Common carriers shall invoice and collect freight charges from
      Client.

    


    (iii) Client
      shall ensure that any common carrier with which it contracts for delivery of
      Feedstock has cargo insurance in the minimum amount required by law on all
      shipments.

    


    (c) Miscellaneous.

    


    (i) The
      parties understand and agree that FCStone functions as an independent entity,
      and not as a carrier, in selling, negotiating, providing and arranging for
      transportation for compensation.

    


    (ii) In
      the
      event of a Feedstock shortage resulting from market conditions, FCStone may
      allocate delivery of available Feedstock among Client and its other customers
      in
      such manner as it deems best in its reasonable discretion. 

    

    

    
      
        
        

      

      
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      Notwithstanding
        the foregoing, in the event FCStone is unable to meet Client’s delivery
        requirements for Feedstock, Client shall be entitled to obtain delivery
        arrangement services for Feedstock from third parties.

       

      (iii) Client
        agrees it shall not have any right to set off compensation due FCStone against
        any amount in dispute with common carriers.

       

    

    8. Provisions
      Applicable to FCStone Risk Management Services.

    


    (a) Client
      represents and warrants that all risk management positions undertaken by Client
      will be bona fide hedge positions entered solely for its own account for the
      purpose of hedging against price risks associated with the Client's
      operations and not for the purpose of pooling with, or pass-through to, any
      other party. Client further represents and warrants that it has fully and
      accurately disclosed to FCStone, and will during the term continue to so
      disclose, the assets, liabilities and business requirements for which it seeks
      to hedge.  

    


    (b) FCStone
      shall give risk management and hedging advice to Client,
      but all
      decisions on risk management and hedging strategy will be made by Client.
      All
      hedging positions will be the responsibility of Client,
      in
Client's
      account with FCStone or other FCStone affiliates. 

    


    (c) FCStone
      assumes no responsibility for the completion or performance of any contracts
      between Client and any Supplier or other third party, and Client agrees that
      it
      shall not bring any action or make any claim against FCStone based on any act,
      omission, or claim of any of any Supplier or other third party.

    


    (d) To
      the
      extent FCStone provides services relating to accounting systems, sole
      responsibility for the accuracy and completeness of Client's
      books
      and financial statements shall remain with Client.
      FCStone
      shall not be deemed to attest in any way to the accuracy of such books and
      financial statements. FCStone assumes no responsibility for tax advice, tax
      planning, tax returns, or tax reporting.

    


    (e) Client understands,
      approves, authorizes, and agrees that FCStone as an advisor may recommend that
      Client
      enter
      into transactions where FCStone will act as an agent or futures commission
      merchant or where Client
      may
      enter
      into transactions with one or more companies which are under common ownership
      or
      control with FCStone, including, but not limited to, FCStone Trading, LLC,
      with
      respect to over-the-counter swaps and options. Client further understands that
      FCStone’s affiliate, FCStone Trading, LLC, acts as a principal in
      over-the-counter swaps and options and in that connection FCStone Trading,
      LLC
      may charge a markup above its cost of offsetting positions with its
      counterparties. As an advisor, FCStone may recommend such positions to Client
      where FCStone Trading, LLC acts as principal counterparty. FCStone may also
      participate on Client's
      behalf
      in negotiations with one or more elevators which are shareholders of FCStone
      Group, Inc. FCStone or its affiliates may have long or short positions as a
      principal which are opposite to hedge positions recommended to Client. Client
      understands and agrees that such transactions may occur notwithstanding any
      actual or apparent conflict of interest that may arise from FCStone recommending
      specific transactions with its affiliates and Client waives any claims arising
      solely from such actual or apparent conflict of interest. 

     

    
      
        
        

      

      
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    9. Authorized
      Representatives.

    


    (a) Client
      shall designate one or more representatives in writing by execution and delivery
      of a designation in the form of Exhibit B-1 attached hereto who shall be
      authorized and directed to make purchasing, delivery, and risk management
      decisions for Client
      (the “Client
      Representatives”).
      All
      directions, transactions and authorizations given by such representative to
      FCStone shall be binding upon Client.
      FCStone
      shall be entitled to rely on the authorization of such persons until it receives
      written notification from Client
      that
      such authorization has been revoked. 

    


     (b) FCStone
      shall designate one or more representatives in writing by execution and delivery
      of a designation in the forms of Exhibit B-2 attached hereto who shall be
      authorized and directed to make decisions under this Agreement for
      FCStone
      (the
“FCStone
      Representatives”).
      All
      directions, transactions, and authorizations given by such representative(s)
      to
      Client shall be binding upon FCStone.
      Client
      shall be
      entitled to rely on the authorization of such persons until it receives written
      notification from FCStone that such authorization has been revoked.

    


    10. Allocation
      of Other Responsibilities.

    


    (a) The
      parties agree to cooperate in good faith to establish and administer a program
      whereby Client’s need for Feedstock as an input to the Plant are efficiently
      satisfied and the risks thereof, together with commodity price risks for Plant
      outputs, are appropriately managed.

    


    (b) Client
      shall be responsible to keep FCStone informed at all times of its anticipated
      requirements as soon as such requirements are known and shall, at a minimum,
      provide all available information respecting its Feedstock inventories on hand
      at the Plant and actual and anticipated Plant Feedstock usage rates.
Client
      shall notify FCStone immediately of any disruptions or anticipated disruptions
      in the operation of the Plant. Upon receipt of any such notice FCStone shall
      undertake reasonable efforts to mitigate freight, demurrage, and other expenses
      caused by Plant disruptions, but Client shall continue to be responsible in
      full
      for all costs that are not so avoided.

     

    (c) Client
      shall be solely responsible for any
      risk
      management transactions with respect to its costs of Feedstock, including,
      but
      not limited to, any cash forward contract program or hedging with respect to
      the
      costs of its Feedstock requirements. 

    


    11. Public
      Disclosure.
      Any
      public announcements concerning the transaction(s) contemplated by this
      Agreement shall be approved in advance by all parties, except for disclosures
      required by law, including any disclosures necessary to comply with certain
      statutory and regulatory requirements of the Securities and Exchange Commission
      and state securities regulators. In the case of disclosures required by law,
      the
      disclosing party shall provide a copy of the disclosure to the other party
      prior
      to its public release. The parties each consent to any disclosure for
      registration of securities, or as otherwise required by law. Financial details
      contained in this Agreement shall be deleted prior to any required public filing
      to the extent allowed by the law or regulations governing such
      filing.

     

    
      
        
        

      

      
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    12. Licenses,
      Bonds, and Insurance.
      Unless
      otherwise agreed by the parties in writing, Client
      and FCStone agree to maintain in full force and effect during the term of this
      Agreement, at its sole cost, all necessary state and federal licenses, bonds,
      and insurance which are required for the conduct of its business in accordance
      with applicable state or federal laws and regulations. 

    


    13. Limitation
      of Liability.
      EACH
      PARTY UNDERSTANDS THAT NO PARTY MAKES ANY GUARANTEE, EXPRESS OR IMPLIED, TO
      ANY
      OTHER OF PROFIT, OR OF ANY PARTICULAR ECONOMIC RESULTS FROM TRANSACTIONS
      HEREUNDER. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR SPECIAL, COLLATERAL,
      INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR ANY ACT OR OMISSION COMING WITHIN
      THE
      SCOPE OF THIS AGREEMENT, OR FOR BREACH OF ANY OF THE PROVISIONS OF THIS
      AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
      SUCH
      EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF GOOD WILL, LOSS OF
      PROFITS, LOSS OF USE, AND INTERRUPTION OF BUSINESS. 

    


    14. Legal
      Disclaimer.
      Each
      party understands that the other party makes no warranty respecting legal or
      regulatory requirements and risks. Each party shall obtain such legal and
      regulatory advice from third parties as it may deem necessary respecting the
      applicability of legal and regulatory requirements applicable to its own
      business.

    


    15. Indemnity
      and Attorney Fees.

    


    (a) Client
      agrees to indemnify FCStone
      and its brokers, directors, officers, agents, and employees and hold them
      harmless from and against any claims,
      demands, liability, or expense, including attorney’s fees and other litigation
      expenses, arising out of illegal acts, intentionally wrongful acts, or negligent
      acts or omissions by Client or its agents, officers, directors, and
      employees.

    


     (b) FCStone
      agrees to indemnify Client and its brokers, directors, officers, agents, and
      employees and hold them harmless from and against any claims, demands,
      liability, or expense, including attorney’s fees and other litigation expenses,
      arising out of illegal acts, intentionally wrongful acts, or negligent acts
      or
      omissions by FCStone or its agents, officers, directors, and
      employees.

    


    (c) The
      parties agree that the prevailing parties in any litigation or arbitration
      between the parties and related to this agreement shall be entitled to collect
      its costs, expenses, and reasonable attorney’s fees from the other
      party.

    


    
      
        
        

      

      
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    16. Nature
      of Relationship.
      FCStone
      is an independent contractor providing services to Client.
      No
      employment relationship, partnership, or joint venture is intended, nor shall
      any such relationship be deemed created hereby. Each party shall be solely
      and
      exclusively responsible for its own expenses and costs of performance.
This
      agreement is not intended to, and does not, create or give rise to any fiduciary
      duty on the part of any party to any other.

     

    17. Notices. Any
      notices permitted or required hereunder shall be in writing, signed by a duly
      authorized officer of the party giving such notice, and shall either be hand
      delivered, sent by recognized overnight delivery service, or mailed to the
      designated representatives of the other parties. If mailed, notice shall be
      sent
      by certified, first-class, return receipt requested mail to the address shown
      above, or any other address subsequently specified by notice from one party
      to
      the other. All notices and other communications hereunder shall be deemed given
      upon the earlier of (i) delivery thereof if by hand, or (ii) upon receipt if
      sent by mail (registered or certified, postage prepaid, return receipt
      requested), or (iii) on the next business day after deposit if sent by a
      recognized overnight delivery service to the address shown above, or any other
      address subsequently specified by notice from one party to the
      others.

    


    18.  Authority.
      Each
      party represents
      that it has all requisite authority to enter into this Agreement under
      applicable federal or state laws, rules and regulations, and under its
      applicable organization documents, and that this Agreement has been duly
      authorized by all required company action.

    


    19. Term
      and Termination.

    


    (a) The
      initial term of this Agreement and the obligations of the parties hereunder
      shall commence on the Effective Date (as hereinafter defined), and shall
      continue for a term of three
      (3)
years
      thereafter.
      Thereafter, the term of this Agreement shall be automatically extended for
      an
      unlimited number of successive one year terms on each anniversary date of the
      Effective Date, unless any party shall give written notice of non-renewal to
      the
      other parties not less than ninety (90) days prior to such anniversary date.
      For
      the purposes of this Agreement, “Effective
      Date”
means
      the
      date
      when Client gives notice to FCStone that it requires its first delivery of
      Feedstock in connection with the commencement of operations at the Plant.
Such
      notice shall be given not less than ninety (90) days, nor more than one hundred
      and eighty (180) days before the first date of expected delivery of Feedstock
      hereunder. This Agreement shall automatically terminate if a notice is not
      given
      hereunder to establish an Effective Date within twenty-four (24) months of
      the
      date of this Agreement as set forth above.

    


    (b) The
      parties may extend or shorten the term of this Agreement at any time by
      modification agreement executed by both parties in writing.

    


    (c) If
      Client
      shall at any time fail to make payment when due of any sum owing to FCStone
      under this Agreement, then FCStone may suspend performance under this Agreement
      without terminating this Agreement, until payment in full of all sums due is
      made. If
      FCStone elects,
      it may also give notice of termination as provided in Section 19(d) for such
      cause. 

    


    
      
        
        

      

      
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    (d) This
      Agreement may be terminated by Client in the event of material breach of any
      of
      the material terms hereof by FCStone, by written notice specifying the breach,
      which notice shall be effective ninety (90)
      days
      after it is given unless the receiving party cures the breach within such time.
      Any failure or inability of FCStone to meet Client’s requirements for Feedstock
      (whether due to a force majeure event or otherwise) that continues for a period
      of ninety (90) consecutive days or more shall constitute a material breach
      of
      this Agreement. Any failure or inability of FCStone to provide delivery
      arrangement services for Feedstock that continue for a period of ninety (90)
      consecutive days or more shall constitute a material breach of this Agreement.
      This Agreement may be terminated by FCStone in the event of material breach
      of
      any of the material terms hereof by Client, by written notice specifying the
      breach, which notice shall be effective ninety (90) days after it is given
      unless the receiving party cures the breach within such time. 

    


    (e) In
      the
      event any party (the “non-performing
      party”)
      shall
      (i) file a petition or otherwise commence or authorize the commencement of
      a
      proceeding or case under any bankruptcy, reorganization, or similar law for
      the
      protection of creditors or have any such petition filed or proceeding commenced
      against it, (ii) otherwise become bankrupt or insolvent, (iii) be unable to
      pay
      its debts as they fall due, then any other party (the “performing
      party”)
      shall
      have the right immediately and thereafter as long as the event of default
      continues to terminate this Agreement by notice in writing to the non-performing
      party. The performing party’s rights under this provision shall be in addition
      to, and not in limitation or exclusion of, any other rights which the performing
      party may have (whether by agreement, operation of law or otherwise), including
      any right and remedies under the Uniform Commercial Code. The non-performing
      party shall indemnify and hold the performing party and its affiliates harmless
      from all losses, damages, costs, and expenses including reasonable attorney’s
      fees, incurred in connection with an event of default, termination, or exercise
      of any remedies hereunder. 

    


    (f) In
      addition to any other method of terminating this Agreement, any
      party
      may unilaterally terminate this Agreement at any time if such termination shall
      be required by any regulatory authority, and such termination shall be effective
      on the thirtieth (30th)
      day
      following the giving of notice of intent to terminate.

    


    20. Amendment.
      This
      Agreement may be amended, modified, or supplemented only by prior mutual
      agreement, confirmed in writing and signed by the parties.

    


    21. Force
      Majeure.
      No party
      shall be liable for any failure or delay in performance of its obligations
      hereunder, other than a payment obligation, when such failure or delay is caused
      by or results from an event beyond its reasonable control, such as Acts of
      God
      or the public enemy, acts or demands of any government or governmental agency
      having jurisdiction, strikes, lockouts, labor disturbances, equipment
      malfunction or breakdown, fires, floods, and accidents or other unforeseeable
      causes; provided, however, that during such period of time as a force majeure
      event is causing FCStone to fail or delay in the performance of its obligations
      hereunder, Client shall have the right to contract with other third parties
      to
      provide such services. 

    


    
      
        
        

      

      
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    22. Waiver.
      Any
      failure of FCStone or Client to comply with any obligation, covenant, agreement,
      or condition contained herein may be waived in writing by FCStone or Client,
      as
      the case may be, but such waiver or failure to insist upon strict compliance
      with such obligation, covenant, agreement, or condition shall not operate as
      a
      waiver of, or estoppel with respect to, any other failure.

    


    23. Confidentiality.

    


    (a) As
      used
      in this Agreement, “Confidential
      Information”
means
      any information, technical data, or know-how (including, but not limited to,
      information relating to research, products, software, services, development,
      inventions, processes, engineering, marketing, techniques, customers, pricing,
      internal procedures, business and marketing plans or strategies, finances,
      employees and business opportunities) disclosed by one party to the other in
      any
      form whatsoever (including, but not limited to, in writing, in machine readable
      or other tangible form, orally or visually): (i) that has been marked as
      confidential; (ii) the confidential nature of which has been made known by
      the
      disclosing party to the recipient, in writing or orally, and if orally, with
      specific written notification to the recipient of such oral disclosure within
      three days thereafter; or (iii) that due to its character, nature, or method
      of
      transmittal, a reasonable person under like circumstances would treat as
      confidential. The parties each agree to keep in confidence and prevent
      disclosure to any person outside its respective organization, or any person
      within its organization not having a reasonable need to know, all Confidential
      Information.

    


    (b) Information
      shall not be deemed to be Confidential Information to the extent that it is:
      (i)
      in the public domain at the time of disclosure or is subsequently made available
      by the disclosing party to the general public without restriction; (ii) known
      to
      the receiving party at the time of disclosure without restrictions on its
      use
      or
      independently developed by the receiving party
      and
      there
      is adequate documentation to demonstrate either condition; or (iii) used or
      disclosed with the prior written approval of the disclosing party.

    


    (c) The
      receiving party may disclose the other party’s Confidential Information pursuant
      to a statutory or regulatory requirement or a court order; provided, however,
      that (i) the receiving party will notify the other party of the obligation
      to
      make such disclosure in advance of the disclosure in order that the other party
      will have reasonable opportunity to object to such disclosure; and (ii) the
      receiving party requests confidential treatment of such disclosed Confidential
      Information.

    


    (d) The
      receiving party’s obligations under this Agreement with respect to Confidential
      Information that it has received shall continue for a period of five years
      after
      the expiration or termination of this Agreement.

    


    (e) Nothing
      in this Agreement is intended to restrict or prevent Client from disclosing
      the
      terms hereof to credit analysts, rating agencies, bond insurers, and prospective
      lenders and investors in connection with the financing or refinancing of the
      Plant.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    24. Validity.
      Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law. In case any one or more
      of
      the provisions contained herein shall, for any reason, be held to be invalid,
      illegal, or unenforceable in any respect, such provision shall be ineffective
      to
      the extent, but only to the extent, of such invalidity, illegality, or
      unenforceability without invalidating the remainder of such invalid, illegal,
      or
      unenforceable provision or provisions or any other provisions hereof, unless
      such a construction would be unreasonable.

    


    25. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Iowa without
      regard to the conflicts-of-laws rules thereof.

    


    26. Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      agreement, and shall become binding when one or more counterparts have been
      signed by each of the parties and delivered to FCStone and Client.

     

    27. Entire
      Agreement.
      This
      Agreement and any written customer account agreement between the parties embody
      the entire agreement and understanding of the parties with respect to the
      subject matter contained herein. There are no other agreements, representations,
      warranties, or covenants other than those expressly set forth, or referred
      to,
      herein. This Agreement supersedes all prior agreements and understandings among
      the parties with respect to such subject matter.

    


    28. Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      the
      successors and assigns of the entire business and goodwill of FCStone or Client.
      No party may assign this Agreement without the express consent of the other
      parties except that (i) no such consent shall be required in connection with
      a
      sale, merger, or any acquisition of the entire business of any party; (ii)
      Client expressly consents that FCStone may assign to any other majority owned
      subsidiary of FCStone Group, Inc.; and (iii) FCStone expressly consents that
      Client’s rights and other interests hereunder may be pledged or assigned as
      security in connection with the financing or refinancing of the
      Plant.

     

    29. NOPA
      Trade Rules to Apply.
      Except
      as otherwise expressly provided herein, this Agreement and all contracts and
      confirmations for
      delivery of soybean oil feedstock shall be subject to the Trade Rules of the
      National Oilseed Processors Association. With respect to feedstock other than
      soybean oil feedstock, this Agreement and all contracts and confirmation for
      delivery of such feedstock shall be subject to industry standards applicable
      to
      such feedstock.

    


    30. Arbitration.
      Except
      for disputes arising out of futures or other customer accounts with FCStone,
      which shall be exclusively governed by the relevant dispute resolution
      provisions of the customer account agreements, the parties agree that the sole
      remedy for resolution of any and all other disagreements or disputes arising
      under this Agreement including, but not limited to, any statutory or tort claims
      arising from the relationship of the parties, shall be through arbitration
      proceedings as provided under the NOPA Trade Rules, or to the extent that the
      dispute concerns feedstock other than soy bean oil feedstock, through
      arbitration under the commercial arbitration rules of the American Arbitration
      Association. Any decision and award determined through such arbitration shall
      be
      final and binding upon the parties. Judgment upon the arbitration award may
      be
      entered and enforced in any court having jurisdiction thereof. The parties
      agree
      that any arbitration conducted hereunder shall be governed by the Federal
      Arbitration Act, 9 United States Code §§ 1-16, as now existing or hereinafter
      amended. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of the date first written
      above.

     

    
      	FCSTONE,
              LLC	 	
              SOUTHERN
                IOWA BIOENERGY

            
	 	 	 
	 	 	 
	By: /s/ Nathan
              Burk	 	By:
              /s/ William
              T. Higdon
	
              
                

              

            	 	
              
                

              

            
	Title: VP,
              Renewable Fuels Group	 	Title: President


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    I.
      FEEDSTOCK PURCHASING AGENCY SERVICES

     

    FCStone
      shall provide purchasing agency services to Client. Such services shall include,
      but not be limited to:

    


    · Cash
      oil
      feedstock market intelligence.

     

    · Weekly
      market recaps.

     

    · Price
      trends and market research.

     

    · Seeking
      competitive quotes from multiple suppliers.

     

    · Purchasing
      advice and consultation.

     

    · Negotiations
      with feedstock suppliers on Client’s behalf.

     

    · Logistics
      advice and consultation.

     

    II.
      FEEDSTOCK PRICE-RISK MANAGEMENT

    


    FCStone
      shall provide risk management services to Client. Such services shall include,
      but not be limited to:

    


    
      	 	
              ·

            	
              Market
                Reports.

            


      	 	 	 


    

    
      	 	
              ·

            	
              Basis
                and futures price analyses and
                information.

            


      	 	 	 


    

    
      	 	
              ·

            	
              Management
                and futures position reports, including real time
                reports.

            


      	 	 	 


    

    
      	 	
              ·

            	
              Feedstock
                price-risk management tools, including HTA, Max Price, Max-Min and
                Automated Pricing Tools.

            


      	 	 	 


    

    
      	 	
              ·

            	
              Cash
                market surveillance and analysis to ensure that Client is paying
                the
                lowest possible rates.

            


    

    


    III.
      FEEDSTOCK MANAGEMENT CONSULTING

    


    FCStone
      shall provide management reports, input on availability and price, competitive
      market information and analysis, and other Feedstock market information,
      analysis, and evaluation as is necessary and as is requested by Client to
      contribute to the optimum efficiency and profitability of the Plant. Such
      services shall include, but are not limited to,
      Feedstock quality management,
      accounting and systems policy consulting, inbound
      premium and discount consultation, Feedstock
      supply management,
      summary
      annual agency reporting, and Feedstock
      market management education.

    


    In
      particular, FCStone will provide the following services, as requested and as
      applicable, based on sound risk management principles, using FCStone's basis
      trading experience together with the futures and options markets, as well as
      the
      over the counter market where applicable, to reduce Client's exposure to
      commodity price changes. 

     

    
      	
              A.

            	
              General
                Scope. FCStone will generally provide advice, assistance, and risk
                management with respect to Client's physical commodity procurement,
                as
                well as risk management with respect to Client’s marketing needs. Services
                by FCStone will be provided as requested by Client and as applicable
                to
                Client’s operation.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    
      	B.	
              Consulting
                Services and Program:

            


    

     

    
      	 	
              1.

            	
              Risk
                management review. A review of Client’s operations, procurement
                procedures, and input requirements has been or will be prepared to
                the
                extent requested by the Client. This will be used to provide a baseline
                on
                which to build the marketing, merchandising, and procurement program.
                This
                review will also be used to understand strengths, weaknesses, market
                share, operational costs, and overhead. The review also considers
                local
                seasonal cycles, transportation options, and customer preferences.
                

            


    

     

    
      	 	
              2.

            	
              Risk
                management plan development. With the operational and historical
                review in
                place, a risk management plan will be assembled to optimize the profit
                opportunities and minimize the financial risks associated with the
                present
                business operation, including the procurement and merchandising functions.
                The risk management plan will include historical basis analysis for
                both
                inputs and finished products as requested. Specific recommendations
                regarding purchasing of inputs will be addressed as well as strategies
                to
                lock in margins on production. Projections on profitability will
                be made
                based on anticipated volumes and historical analysis. Utilization
                of both
                exchange traded risk management products and over the counter tools
                will
                be addressed.

            


    

     

    
      	 	
              3.

            	
              Plan
                overview, monthly activity, position, and financial analysis. Upon
                completion of the risk management plan it will be submitted for approval
                by management of both parties. Once approved, the plan will be initiated
                and each activity and position tracked for its impact and success.
                Reports
                will present in detail the results of all hedged transactions and
                the
                results of those strategies. This analysis will be completed on a
                monthly
                basis, accumulated on a year to date basis, and assembled into a
                year-end
                summary.

            


    

     

    
      	 	
              4.

            	
              Accountability.
                Hedge records will be provided to track each trade, measuring each
                activity for its impact and overall success of the program. Position
                statements are available at any time on an ongoing basis.
                

            


    

     

    
      	 	
              5.

            	
              Risk
                management programs for energy products and other inputs. Strategies
                to
                lock in energy costs are available and will be evaluated in both
                exchange-traded products and over the counter instruments. Similar
                analysis for other budgeted items will be made where applicable and
                available. 

            


    

     

    
      	 	
              6.

            	
              Customer
                program. A number of alternative services may be available for Client’s
                customers. Outlook meetings regarding current markets will be available
                annually. In addition, assistance in providing commodity futures
                brokerage
                services for Client’s customers’ trading positions may be available for
                consideration.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              C.

            	
              Internal
                Risk Management Procedures. While the preparation of the following
                procedures and policies are strictly the responsibility of the Client’s
                management and Board, FCStone shall assist the Client in their preparation
                as requested:

            


    

     

    
      	 	
              1.

            	
              Risk
                management guidelines and controls. Risk management guidelines regarding
                position limits, strategies, credit exposure and volumes, as well
                as the
                development of internal controls for monitoring compliance with these
                guidelines, will be prepared by management and presented for Board
                approval. 

            


    

     

    
      	 	
              2.

            	
              Establish
                Corporate Risk Policy - Assess Risk Profile - Define Hedge
                Objective.

            


    

     

    
      	 	
              3.

            	Obtain approval of Risk Policy from
              Board.


    

     

    
      	 	
              4.

            	
              Designate
                Individual(s) Responsible for Hedging by completing Exhibit B-1 and
                Exhibit B-2.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B-1

    


    LETTER
      OF
      AUTHORIZATION

     

    
      	To:	
              FCStone,
                LLC (“FCStone”) 

              2829 Westown Parkway - Suite 100

              West
                Des Moines, IA 50266

            


    

      

    Each
      of
      the following individuals is authorized to give oral or written instructions
      to
      FCStone, or its affiliates on behalf of the Client with respect to any
      transactions or matters within the scope of the RISK
      MANAGEMENT AND FEEDSTOCK AGENCY AGREEMENT between Client and
      FCStone
      and each
      is also fully authorized to do and take all actions necessary or desirable
      in
      connection with any such transactions or matters. The authorized individuals
      are
      (must name at least one person):

    


     William
      T. Higdon   

    


     Alan
      Elefson    

    


     Rose
      Saxton    

    


    We
      further verify that we shall notify FCStone in writing whenever the above-named
      individual(s) are no longer authorized to give oral or written instructions
      to
      FCStone on behalf of the Client, and we shall notify FCStone of any
      newly-authorized staff members whenever applicable.

    


    Dated
      this 30th day
      of
May,
      2007.

    


    Southern
      Iowa BioEnergy   

    (Print
      Client Name)

     

    
      	 	 	 	 	 
	By: 	/s/
              William T.
              Higdon	 	 	
            
	 	
              
(Authorized
              Signatory) 	 	 	
            
	
            	Title:
President	 	 	
            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B-2

    


    LETTER
      OF
      AUTHORIZATION


     

    To
      Client: ________________________

    


    Each
      of
      the following individuals is authorized to give oral or written instructions
      to
      Client or its affiliates on behalf of FCStone, LLC with respect to any
      transactions or matters within the scope of the RISK
      MANAGEMENT AND FEEDSTOCK AGENCY AGREEMENT between Client and FCStone,
      LLC
      and each
      is also fully authorized to do and take all actions necessary or desirable
      in
      connection with any such transactions or matters. The authorized individuals
      are
      (must name at least one person):

    


     Nathan
      Burk    

    


     Matt
      Upmeyer   

    


     Jeff
      Sherman    

    


    We
      further verify that we shall notify Client in writing whenever the above named
      individual(s) are no longer authorized to give oral or written instructions
      to
      Client on behalf of FCStone, LLC and we shall notify Client of any
      newly-authorized staff members whenever applicable.

    


    Dated
      this 25th day
      of 2007,
      20___.

     

    FCStone,
      LLC        

    
      	 	 	 	 	 
	By: 	/s/
              Nathan
              Burk	 	 	
            
	 	
              
(Authorized
              Signatory)	 	 	
            
	
            	
              Title:
                VP, Renewable Fuels Group

            	 	 	
            


    

     

    
      
        
        

      

      
        17