Exhibit
10.8


DISTILLER’S
GRAIN MARKETING AGREEMENT


THIS
DISTILLER’S GRAIN MARKETING AGREEMENT (the “Agreement”), is
entered into effective as of 3-20-07, 20 07, by Akron Riverview
Corn Processors, LLC, an Iowa Limited Liability Company (“Seller”), and Commodity
Specialist Company, a Delaware Corporation (“Buyer”).


W I T N E S S E T
H:


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


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


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


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


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


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


4.             TERM AND TERMINATION.


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













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


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


5.             DELIVERY AND TITLE.


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


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


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


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



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


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


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


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


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


6.             PRICE AND PAYMENT


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


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


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



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


7.             QUANTITY
AND WEIGHTS.


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


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


8.             QUALITY.


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


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


	
  

  	
   

  	
  Protein

  	
   

  	
  Fat

  	
   

  	
  Fiber

  	
   

  	
  Moisture

  	
   

  	
  Ash

  	
   

  
	
   

  	
   

  	
  Min

  	
  Max

  	
   

  	
  Min

  	
  Max

  	
   

  	
  Min

  	
  Max

  	
   

  	
  Min

  	
  Max

  	
   

  	
  Min

  	
  Max

  	
   

  
	
  DDGS

  	
   

  	
  25

  	
   

  	
   

  	
  9

  	
   

  	
   

  	
   

  	
  15

  	
   

  	
   

  	
  12

  	
   

  	
   

  	
  6

  	
   

  



 


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


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



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


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


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


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


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


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


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



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


10.           INSURANCE.


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


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


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


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


11.           REPRESENTATIONS AND WARRANTIES


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



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FITNNESS
FOR A PARTICULAR PURPOSE.


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


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


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


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


15.           INDEMNIFICATION.


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


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



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


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


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


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


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



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18.           MISCELLANEOUS.


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


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


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


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


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


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


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


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


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


	
  

  	
  Buyer:

  	
   

  	
   

  	
  Commodity Specialist Company

  
	
   

  	
   

  	
   

  	
   

  	
  310 Grain Exchange Bldg.

  
	
   

  	
   

  	
   

  	
   

  	
  400 South Fourth Street

  
	
   

  	
   

  	
   

  	
   

  	
  Minneapolis, Minnesota 55415

  
	
   

  	
   

  	
   

  	
   

  	
  ATTN: Steve J. Markham

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Seller:

  	
   

  	
   

  	
  Akron Riverview Corn Processors, LLC

  
	
   

  	
   

  	
   

  	
   

  	
  4808 F. Avenue

  
	
   

  	
   

  	
   

  	
   

  	
  Marcus, Iowa 51035

  
	
   

  	
   

  	
   

  	
   

  	
  ATTN: Steve Roe

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Copy To:

  	
   

  	
   

  	
  Amy Piepmeier, Esq.

  
	
   

  	
   

  	
   

  	
   

  	
  Brown, Winick, Graves, Gross

  




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  Baskerville and
  Schoenbaum, PLC

  	
   

  
	
   

  	
  Suite 2000 Ruan
  Center

  	
   

  
	
   

  	
  666 Grand Avenue

  	
   

  
	
   

  	
  Des Moines, Iowa
  50309

  	
   

  



 


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


	
  

  	
   

  	
  COMMODITY SPECIALISTS COMPANY

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By

  	
  /s Philip Nindau

  	 

	
   

  	
   

  	
  Title 

  	
  Co-President

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  AKRON RIVERVIEW CORN PROCESSORS, LLC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By 

  	
  /s/ Stephen G.
  Roe

  
	
   

  	
   

  	
  Title

  	
  President

  
						



 



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