BIO-DIESEL
        MARKETING AGREEMENT

      


      THIS
        BIO-DIESEL MARKETING AGREEMENT (the "Agreement") is entered into by and among
        Eco-Energy Biodiesel LLC. (hereinafter “Eco”), a Tennessee Corporation with its
main
        office located at 730 Cool Springs Blvd, Suite 130, Franklin, Tennessee
37067,
        and SOUTHERN IOWA BIOENERGY, LLC (hereinafter
        “SOUTHERN IOWA BIOENERGY”), an Iowa limited liability company, with its main
        office located at
        115 S.
        Linden St. Lamoni, Iowa 50140.

      


      RECITALS:

      


      
        	 	
                WHEREAS,
                  SOUTHERN IOWA BIOENERGY is developing a bio-diesel plant facility
                  producing approximately 30 million gallons per year of bio-diesel
                  located in Osceola, IA (the “Plant”) and desires to establish an
                  output-marketing contract;
                  and

              


      

      


      
        	 	
                WHEREAS,
                  Eco is a reseller in bio-diesel and is experienced in the marketing
                  and
                  transportation of such bio-diesel, and is willing to agree to purchase
                  the
                  entire bio-diesel output of the
                  Plant.

              


      

      


      NOW,
        THEREFORE, IT IS AGREED AS FOLLOWS BETWEEN THE PARTIES:

      


      
        	1.	
                Eco
                  Services. Eco
                  shall, during the term hereof, purchase and take delivery of the
                  Plant's
                  entire output of bio-diesel and shall provide certain transportation
                  services to SOUTHERN IOWA BIOENERGY (the "Eco Program"). The Eco
                  services
                  to be provided are set forth in Sections 2, 3, 4 and 5 and the
                  exhibits
                  attached hereto which are referred to
                  therein.

              


      

      


      
        	2.	
                Eco
                  Take or Pay Bio-diesel Purchases. Subject
                  to the provisions of this Agreement, SOUTHERN IOWA BIOENERGY agrees
                  to
                  sell to Eco, and Eco agrees to purchase from SOUTHERN IOWA BIOENERGY
                  100%
                  of the production of the Plant's bio-diesel during the term of
                  this
                  Agreement. 

              


      

      


      
        	 	
                (a)

              	
                Eco
                  agrees to pay SOUTHERN IOWA BIOENERGY for all bio-diesel shipped
                  by Eco
                  from the Plant, a price equal to the F.O.B. Plant Price. For purposes
                  of
                  this provision, the “F.O.B. Plant Price” shall mean the actual purchase
                  price of bio-diesel purchased by Eco less the fees set forth in
                  Section 6
                  and transportation costs payable by SOUTHERN IOWA BIOENERGY pursuant
                  to
                  Section 5. 

              


      

      


      
        	 	
                (b)

              	
                On
                  a daily basis, weekends and holidays excluded, SOUTHERN IOWA BIOENERGY
                  shall provide Eco with certified meter or weight certificates for
                  the
                  previous day’s shipments of bio-diesel. Eco shall pay SOUTHERN IOWA
                  BIOENERGY the F.O.B. Plant Price defined in paragraph 2(a) above,
                  for all
                  properly documented shipments. Eco shall deliver to SOUTHERN IOWA
                  BIOENERGY payment for such shipments on the following Friday of
                  each one
                  week shipment period (Sunday through Saturday); provided Eco has
                  received
                  proper documentation of such shipments by Sunday 12:00 noon. Eco
                  agrees to
                  maintain accurate records of its’ purchases (bill of lading documentation
                  and purchase confirmation only) and to provide such records to
                  SOUTHERN
                  IOWA BIOENERGY upon request. 

              


      

      


      
        	 	
                (c)

              	
                Eco
                  agrees to use its best efforts to achieve the highest price of
                  bio-diesel
                  available under prevailing market conditions as judged in good
                  faith by
                  Eco and agrees to communicate to SOUTHERN IOWA BIOENERGY the terms
                  and
                  conditions of biodiesel sales as set forth in Section
                  7.

              


      

      


      
        	 	
                (d)

              	
                Notwithstanding
                  the foregoing, Eco shall not contract for the sale of bio-diesel
                  to its
                  customers more than one hundred eighty (180) days in advance, unless
                  SOUTHERN IOWA BIOENERGY explicitly approves the price and terms
                  of any
                  such contract and provides notice of such approval to Eco. Upon
                  notice of
                  termination, Eco shall not contract for the sale of bio-diesel
                  to its
                  customers more than ninety (90) days in advance, unless SOUTHERN
                  IOWA
                  BIOENERGY explicitly approves the price and terms of any such contract
                  and
                  provides notice of such approval to Eco. Eco will advise SOUTHERN
                  IOWA
                  BIOENERGY weekly and update SOUTHERN IOWA BIOENERGY monthly on
                  all
                  outstanding contractual obligations, and the terms
                  thereof.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3. Delivery
        and Title.

      


      
        	 	
                (a)

              	
                Delivery
                  and receipt of volumes of bio-diesel hereunder shall take place
                  at
                  the
                  loading flange between the Plant, or otherwise wherever the bio-diesel
                  has
                  been stored, and the rail cars or trucks (the “Delivery Point”). Eco and
                  its agents shall be given access to the Plant in a manner and at
                  all times
                  reasonably necessary and convenient for Eco to take delivery as
                  provided
                  herein. Eco shall schedule the loading and shipping of all bio-diesel
                  purchased hereunder, whether shipped
                  by truck or rail. All labor and equipment necessary to load or
                  unload
                  trucks or rail cars shall be supplied by SOUTHERN IOWA BIOENERGY
                  without
                  charge to Eco. The parties agree to handle the bio-diesel in a
                  good and
                  workmanlike manner in accordance with the other’s reasonable
                  requirements and in accordance with normal industry practice.
                  

              


      

      


      
        	 	
                (b)

              	
                SOUTHERN
                  IOWA BIOENERGY shall provide storage space for not less than ten
                  (10) full
                  days of production of bio-diesel, based on normal operating capacity.
                  Eco
                  warrants and agrees to remove bio-diesel before the aforementioned
                  storage
                  limits are exceeded. SOUTHERN IOWA BIOENERGY shall inform Eco daily
                  of
                  inventory status by 8:30 am CDT.

              


      

      


      
        	 	
                (c)

              	
                Eco
                  shall give to SOUTHERN IOWA BIOENERGY a schedule of quantities
                  of
                  bio-diesel to be removed by truck and rail respectively with sufficient
                  advance notice reasonably to allow SOUTHERN IOWA BIOENERGY to provide
                  the
                  required services described herein. SOUTHERN IOWA BIOENERGY shall
                  provide
                  the labor, equipment and facilities necessary to meet Eco’s loading
                  schedule. 

              


      

      


      
        	 	
                (d)

              	
                Eco
                  shall provide loading orders (via verbal or electronic communication)
                  as
                  necessary to permit SOUTHERN IOWA BIOENERGY to maintain its usual
                  production schedule, provided, however, that Eco shall not be responsible
                  for failure to schedule removal of bio-diesel unless SOUTHERN IOWA
                  BIOENERGY shall have provided to Eco production schedules as follows:
                  at
                  least five (5) days prior to the beginning of each calendar month
                  during
                  the term hereof, SOUTHERN IOWA BIOENERGY shall provide to Eco a
                  tentative
                  schedule for production in the next calendar month. On Friday of
                  each
                  week, SOUTHERN IOWA BIOENERGY shall provide to Eco a schedule for
                  actual
                  production for the following production week (Monday through Sunday).
                  

              


      

      


      
        	 	
                (e)

              	
                Title
                  and risk of loss shall pass to Eco at the point in time when loading
                  the
                  bio-diesel into trucks or rail cars has been completed and delivery
                  of the
                  bill of lading for each such shipment to Eco or its agent, including
                  any
                  transportation provider selected in accordance with Section 5(e)
                  of this
                  Agreement. Title and risk of loss or damage shall only pass from
                  SOUTHERN
                  IOWA BIOENERGY to Eco upon such delivery. Until such time, SOUTHERN
                  IOWA
                  BIOENERGY shall be deemed to be in control of and in possession
                  of and
                  shall have title to and risk of loss in the
                  bio-diesel.

              


      

      


      4. Quantity
        and Weights; Quality.

      


      
        	 	
                (a)

              	
                The
                  total production amount of bio-diesel shall be determined by SOUTHERN
                  IOWA
                  BIOENERGY’s production schedule. SOUTHERN IOWA BIOENERGY makes no warranty
                  or representation as to the exact quantities or timing of bio-diesel
                  to be
                  produced pursuant to this Agreement. However, SOUTHERN IOWA BIOENERGY
                  shall deliver in accordance with delivery schedules on all obligated
                  contracts.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                The
                  quantity of bio-diesel delivered to Eco from the Plant shall be
                  established by meter or weight certificates, obtained from meters
                  or
                  scales at the Plant, which shall be maintained by SOUTHERN IOWA
                  BIOENERGY
                  as required by applicable laws, rules and regulations. The outbound
                  meter
                  or weight certificates shall be determinative of the quantity of
                  the
                  bio-diesel for which Eco is obligated to pay pursuant to Section
                  2 above,
                  and such quantity shall be measured using net 60 degree Fahrenheit
                  compensated gallons.

              


      

      


      
        	 	
                (c)

              	
                Bio-diesel
                  to be produced pursuant to this Agreement
                  by
                  SOUTHERN IOWA BIOENERGY shall meet or exceed all specifications
                  ASTM D6751
                  fuel bio-diesel as well as any changes in fuel bio-diesel industry
                  standards that might occur after the execution of this
                  Agreement. 

              


      

      


      5. Eco
        Transportation Services. Eco
        agrees to diligently pursue, secure and maintain
        all necessary agreements to transport the bio-diesel to the Delivery Point.
        Eco
        shall be solely responsible for the arrangement of transportation, except
        as
        otherwise provided I paragraph (e) of this Section 5, and covenants to use
        its
        best efforts to obtain the best commercially reasonable prices in respect
        of
        transportation such that SOUTHERN IOWA BIOENERGY achieves the highest net
        price
        possible after payment for costs in accordance with this Section 5.

      


      
        	 	
                (a)

              	
                Eco,
                  in consultation with SOUTHERN IOWA BIOENERGY, shall be responsible
                  for
                  estimating the number of rail car leases required to handle the
                  transportation of the bio-diesel. All rail cars for bio-diesel
                  shall be
                  the largest allowable tank cars as determined by Eco. With respect
                  to
                  bio-diesel, all such cars shall meet all applicable Department
                  of
                  Transportation and Federal Railroad Administration specifications
                  for
                  shipping bio-diesel. All rail freight charges shall be the responsibility
                  of SOUTHERN IOWA BIOENERGY and shall be billed directly to SOUTHERN IOWA
                  BIOENERGY. SOUTHERN IOWA BIOENERGY will invoice Eco for rail freight
                  along
                  with a copy of the actual railroad invoice. (this amount will be
                  paid the
                  following Friday upon receipt of invoice by Eco); provided, however
                  that
                  if tank cars for bio-diesel are not loaded to full visible capacity,
                  SOUTHERN IOWA BIOENERGY shall pay in full the portion of freight
                  charges
                  allocable to the unused capacity of the car. Such invoiced amounts
                  shall
                  be paid by Eco to SOUTHERN IOWA BIOENERGY the Friday following
                  receipt of
                  such invoice by Eco.

              


      

      


      
        	 	
                (b)

              	
                Eco
                  shall negotiate the terms of and execute such rail car leases and
                  rates on
                  behalf of SOUTHERN IOWA BIOENERGY; provided, however, that any
                  and all
                  rail car leases executed by Eco shall be in substantially the same
                  form as
                  a standard rail car lease for current industry standards in the
                  biodiesel
                  production industry. All rail leases shall be placed in the sole
                  name of
                  SOUTHERN IOWA BIOENERGY. SOUTHERN IOWA BIOENERGY shall reimburse
                  Eco for
                  any reasonable expenses incurred by Eco associated with such rail
                  car
                  leases, to the extent such expenses are not already accounted for
                  in the
                  price of the bio-diesel..

              


      

      


      
        	 	
                (c)

              	
                Eco
                  shall negotiate, in consultation with SOUTHERN IOWA BIOENERGY,
                  the terms
                  of rail freight contracts and rates on behalf of SOUTHERN IOWA
                  BIOENERGY.
                  The rail freight contracts shall be placed in the sole name of
                  SOUTHERN
                  IOWA BIOENERGY.

              


      

      


      
        	 	
                (d)

              	
                Eco
                  shall order and supply trucks as scheduled for truck shipments.
                  All truck
                  freight charges shall be the responsibility of Eco and shall be
                  billed
                  directly to Eco.

              


      

      


      
        	 	
                (e)

              	
                Notwithstanding
                  the foregoing, SIBE shall have the right, upon 10 days advance
                  notice to
                  Eco, to elect to make arrangements for the transportation of the
                  biodiesel
                  with such transportation provider(s) and for such period(s) during
                  the
                  term of the Agreement as specified in the notice to Eco; provided,
                  however, that the service and rates of the transportation provider(s)
                  selected by SIBE shall be comparable to and competitive with the
                  service
                  and rates of similar transportation providers in the bio-diesel
                  industry.
                  In such event, Eco shall utilize the transportation services arranged
                  by
                  SIBE in fulfilling its obligations under this Agreement. Except
                  as
                  mutually agreed by the parties, such election shall not otherwise
                  alter
                  the duties of Eco or SIBE under this Agreement. Eco-Energy shall
                  have the
                  ability to utilize additional carriers as needed during the term
                  of the
                  agreement

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                6.

              	
                Fees.
                  SOUTHERN
                  IOWA BIOENERGY shall pay a fee for services of Eco and materials
                  provided
                  hereunder of 1.0% of the net purchase price per net gallon of bio-diesel
                  purchased by Eco during the term of the Agreement (the "Marketing
                  Fee").
                  The Marketing fee shall be a minimum of $0.015 cents per net gallon
                  of
                  biodiesel. The Marketing Fee shall be payable monthly on actual
                  gallons shipped from the prior month as evidenced by meter or weight
                  certificates provided to Eco by SOUTHERN IOWA BIOENERGY. SOUTHERN
                  IOWA
                  BIOENERGY shall pay or cause to be paid all valid levies, assessments,
                  duties, rates and taxes (together "Taxes") on all bio-diesel accrued
                  or
                  incurred prior to delivery and Eco shall pay or cause to be paid
                  all Taxes
                  after delivery hereunder. SOUTHERN IOWA BIOENERGY shall pay all
                  unavoidable costs such as government tariffs or assessment fees,
                  import/export handling fees, assessments, inspection fees, or any
                  other
                  that has been approved by the appropriate member of the board of
                  directors. Payment from SOUTHERN IOWA BIOENERGY for the Marketing
                  Fees
                  shall be subtracted from Eco’s first weekly wire payment of the following
                  month for bio-diesel purchases.

              


      

      


      
        	7.	
                SOUTHERN
                  IOWA BIOENERGY Representative. SOUTHERN
                  IOWA BIOENERGY shall designate one or more persons who shall be
                  authorized
                  and directed to receive services hereunder and to make all merchandising,
                  purchasing and sales decisions for SOUTHERN IOWA BIOENERGY (the
                  "Representative"). Each purchase order will be presented to the
                  SOUTHERN
                  IOWA BIOENERGY Representative by Eco for verbal or written approval.
                  Upon
                  such approval and purchase, a written confirmation of the purchase
                  contract will be submitted to SOUTHERN IOWA BIOENERGY by Eco, encompassing
                  the details of such purchase. All directions, transactions and
                  authorizations given by such Representative to Eco shall be binding
                  upon
                  SOUTHERN IOWA BIOENERGY. Eco shall be entitled to rely on the
                  authorization of the Representative until it receives written notification
                  from SOUTHERN IOWA BIOENERGY that such authorization has been revoked.
                  The
                  terms of such purchase orders shall be consistent with the provisions
                  of
                  this Agreement and may include, but shall not necessarily be limited
                  to,
                  price, volume, delivery schedule, and shipping
                  instructions.

              


      

      


      
        	8.	
                Eco
                  Limitations.

              


      

      


      
        	 	
                (a)

              	
                Eco
                  assumes no responsibility for the completion or performance of
                  any
                  contracts between SOUTHERN IOWA BIOENERGY and any third party customer
                  or
                  suppliers of SOUTHERN IOWA BIOENERGY's customers and suppliers,
                  and
                  SOUTHERN IOWA BIOENERGY agrees it shall not bring any action or
                  make any
                  claim against Eco based on any act, omission or claim of any third
                  party
                  customers or suppliers. Eco shall be responsible for all its customer
                  billing and account servicing, including, but not limited to, the
                  collection of amounts owed Eco by its customers, Eco shall bear
                  all costs
                  associated with such billing and collection activities, and Eco
                  shall
                  assume all losses due to failure of its customers to pay their
                  account.
                  Eco reserves the right to refuse business to anyone due to credit
                  and
                  market risk. 

              


      

      


      
        	 	
                (b)

              	
                SOUTHERN
                  IOWA BIOENERGY is responsible to cover all non-deliveries of any
                  product
                  that is contracted between Eco and SOUTHERN IOWA BIOENERGY in a
                  timely
                  manner in order to stay within the time parameters of the contract.
                  Eco
                  will assist in procuring product from other suppliers to cover
                  these
                  non-deliveries.

              


      

      

        
          	
                	(c)	
                  If
                    any party terminates this Agreement for any reason, both parties
                    will be
                    responsible to complete any existing purchase
                    contracts.

                


        

        


        
          	9.	
                  Separability
                    and Non-liability. The
                    services, contracts and relationships between SOUTHERN IOWA BIOENERGY
                    and
                    Eco are independent and separable.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	10.	
                  Confidentiality
                    Agreement. The
                    parties agree, to the extent permitted by law, to preserve and
                    protect the
                    confidentiality of the Agreement. Both parties recognize that
                    federal or
                    state law may require the filing of the Agreement with, or the
                    furnishing
                    of information to, governmental authorities or regulatory agencies.
                    Both
                    parties further recognize the need, from time to time, for the
                    submission
                    of the Agreement to affiliates, consultants, or contractors performing
                    work on, or related to, the subject matter of the Agreement.
                    SOUTHERN IOWA
                    BIOENERGY and Eco agree to allow the submission of the Agreement
                    to
                    affiliates, consultants, or contractors if such affiliates, consultants,
                    or contractors agree to protect the confidentiality of the Agreement.
                    In
                    the event either party is of the opinion that applicable law
                    requires it
                    to file the Agreement with, or to disclose information related
                    to the
                    Agreement (other than information required by laws and regulations
                    in
                    effect as of the date hereof to be furnished in periodic reports
                    to
                    governmental authorities) to, any judicial body, governmental
                    authority or
                    regulatory agency, that party shall so notify the other party
                    in writing
                    prior to the disclosure or filing of the
                    Agreement.

                


        

        


        
          	11.	
                  Public
                    Disclosure. Any
                    public announcements concerning the transaction contemplated
                    by this
                    letter shall be approved in advance by Eco and SOUTHERN IOWA
                    BIOENERGY
                    except for disclosures required by law, in which case the disclosing
                    party
                    shall provide a copy of the disclosure to the other party prior
                    to its
                    public release.

                


        

        


        
          	12.	
                  Solicitation.
                    SOUTHERN IOWA BIOENERGY agrees not to contact or interfere with,
                    solicit,
                    disrupt or attempt to disrupt relationships, contractual or otherwise,
                    between Eco and any of its customers, employees or
                    vendors.

                


        

        


        
          	13.	
                  Force
                    Majeure.
                    Neither SOUTHERN IOWA BIOENERGY nor Eco 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 or terrorism, riots, civil disorders, public emergency,
                    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.

                


        

        


        
          	14.	
                  Terms
                    and Termination.

                


        

        


        
          	
                	(a)	
                  The
                    initial term of this Agreement shall commence on the first day
                    of
                    bio-diesel production and shall continue for three (3) years.
                    This
                    contract will automatically renew for an additional term of three
                    (3)
                    years unless SOUTHERN IOWA BIOENERGY gives written notice at
                    least four
                    (4) months prior to the end of the initial
                    term.

                


        

        


        
          	 	
                  (b)

                	
                  This
                    Agreement may be terminated by SOUTHERN IOWA BIOENERGY as to
                    Eco in the
                    event of material breach of any of the material terms hereof
                    by Eco, by
                    written notice specifying the breach, which notice shall be effective
                    fifteen (15) days after it is given unless Eco cures the breach
                    within
                    such time. This Agreement may be terminated by Eco as to SOUTHERN
                    IOWA
                    BIOENERGY in the event of material breach of any of the material
                    terms
                    hereof by SOUTHERN
                    IOWA BIOENERGY by written notice specifying the breach, which
                    notice shall
                    be effective fifteen
                    (15)
                    days after it is given unless SOUTHERN IOWA BIOENERGY cures the
                    breach
                    within such
                    time. If any material breach by SOUTHERN IOWA BIOENERGY as to
                    Eco or by
                    Eco as to SOUTHERN IOWA BIOENERGY that cannot be resolved within
                    15 days,
                    both parties may mutually agree in writing as to the length of
                    time needed
                    to resolve the material breach.

                


        

        


        
          	 	
                  (c)

                	
                  This
                    Agreement may also be terminated at any time upon the mutual
                    written
                    consent of
                    both
                    parties on such terms as the parties may
                    agree.

                


        

        


        
          	 	
                  (d)

                	
                  In
                    addition to any other method of terminating this Agreement, Eco
                    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 30th
                    day following the giving of notice of intent to terminate; provided,
                    however, that if such termination is required due to Eco's wrongful
                    or
                    illegal acts, such termination shall constitute an event of material
                    breach of this Agreement.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (e)

                	
                  In
                    addition
                    to any other rights and remedies the parties may have, either
                    party hereto
                    may terminate this Agreement effective immediately upon delivery
                    of
                    written notice to the other party, if the other party (i) is
                    unable to pay
                    its debts as they mature or admits in writing its inability to
                    pay its
                    debts as they mature, (ii) makes a general assignment for the
                    benefit of
                    its creditors, (iii) files a voluntary petition for bankruptcy,
                    or (iv)
                    applies for the appointment of a receiver or trustee for all
                    or
                    substantially all of its assets or permits the appointment of
                    any such
                    receiver or trustee who is not discharged within a period of
                    sixty (60)
                    days after such appointment, with regards to bankruptcy. However
                    the
                    parties are still financially responsible to cover all contracts
                    previously agreed to.

                


        

        


        
          	15.	
                  Licenses,
                    Bonds, and Insurance. Each
                    party represents that it now has and will 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
                    in accordance with applicable state or federal laws and
                    regulations.

                


        

        


        
          	
                	(a)	
                  During
                    the entire term of this Agreement, SOUTHERN
                    IOWA BIOENERGY
                    will purchase and maintain insurance coverage which is standard
                    for a
                    company of its type and size which is engaged in the business
                    of producing
                    and selling bio-diesel. Eco shall be named as an additional insured
                    on all
                    such policies, as its interest appears. All such policies shall
                    contain
                    provisions to the effect that in the event of payment of any
                    loss or
                    damage the insurers will have no rights of recovery against any
                    of the
                    insureds or additional insureds thereunder.


                


        

        


        
          	
                	(b)	
                  Also
                    during the term of this Agreement, Eco shall purchase and maintain
                    commercial general liability insurance, with liability limits
                    of not less
                    than $2,000,000 with an umbrella
                    policy of $5,000,000 which shall be endorsed to require at least
                    thirty
                    (30) days notice to SOUTHERN
                    IOWA BIOENERGY
                    prior to the effective date of any termination or cancellation
                    of
                    coverage. SOUTHERN
                    IOWA BIOENERGY
                    shall be named as an additional insured on all such policies
                    and Eco shall
                    provide a certificate of insurance to SOUTHERN
                    IOWA BIOENERGY
                    to
                    establish the coverage maintained by the commencement date of
                    this
                    Agreement.

                


        

        


        
          	16.	
                  Limitation
                    of Liability. EACH
                    PARTY UNDERSTANDS THAT NO OTHER 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.
                    EXCEPT
                    AS SPECIFICALLY STATED IN THIS AGREEMENT, THE PARTIES MAKE NO
                    WARRANTIES
                    OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,
                    ANY
                    WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                    PURPOSE.

                


        

        


        


        
          	17.	
                  Disclaimer. SOUTHERN
                    IOWA BIOENERGY understands and agrees that Eco makes no warranty
                    respecting legal or regulatory requirements
                    and risks. SOUTHERN IOWA BIOENERGY 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 SOUTHERN IOWA BIOENERGY's
                    business.

                


        

        


        
          	18.	
                  Indemnity. The
                    Parties agree that they shall absolve, release and refrain from
                    seeking
                    remedies against each other and their officers, agents, employees,
                    subcontractors and insurers for any and all losses, claims, damages,
                    costs, suits and liabilities for damage, deterioration of quality,
                    shrinkage
                    in quantity, loss of grade or loss of bio-diesel resulting from
                    the
                    inherent nature of transfer operations and the inherent nature
                    of
                    bio-diesel
                    provided that this in no way shall relieve the parties for their
                    own
                    negligence, willful misconduct or theft. Each party to this contract
                    shall
                    indemnify, defend and hold the other harmless from claims, demands
                    and
                    causes of action asserted against the other by any person (including
                    without limitation employees of either party) for personal injury
                    or
                    death, or for loss of or damage to property resulting from the
                    willful or negligent acts or omissions of the indemnifying party.
                    Where
                    personal injury, death or loss of or damage to property is the
                    result of
                    the joint negligence or misconduct or the parties hereto, the
                    parties
                    expressly agree to indemnify each other in proportion to their
                    respective
                    share of such joint negligence or
                    misconduct.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	19.	
                  Nature
                    of Relationship. Eco
                    is an independent contractor providing services to SOUTHERN IOWA
                    BIOENERGY. 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.

                


        

        


        
          	20.	
                  Notices.
                    Any
                    notices permitted or required hereunder shall be in writing,
                    signed by an
                    officer duly authorized
                    of the party giving such notice, and shall either be hand delivered
                    or
                    mailed. 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.

                


        

        


        
          	21.	
                  Compliance
                    With Governmental Controls. To
                    the extent applicable, the parties agree to comply with all
                    laws, ordinances, rules, codes, regulations and lawful orders
                    of any
                    federal, state or local government
                    authority applicable to the performance of the Agreement, including,
                    without limitation, those pertaining to the environment, safety,
                    health,
                    social security, old age pension, wage hour laws, unemployment
                    compensation, non-discrimination on the basis of race, religion,
                    color,
                    sex or national origin
                    and affirmative action.

                


        

        


        
          	22.	
                  New
                    Or Changed Regulations. The
                    parties enter the Agreement in reliance upon the laws, rules,
regulations,
                    interpretations, decrees, agreements, and concessions of, and
                    arrangements
                    (hereafter called
                    “Regulations”) with governments or governmental instrumentalities in
                    effect on the effective date of the Agreement with respect to
                    or directly
                    or indirectly affecting the bio-diesel to be delivered, including
                    without
                    limitation, production, gathering, manufacturing, transportation,
                    sale and
                    delivery thereof insofar
                    as said Regulations affect SOUTHERN IOWA BIOENERGY and Eco and
                    its
                    customers. In the event that at any time subsequent to the
                    date of the Agreement, any of said Regulations are changed or
                    new
                    Regulations are promulgated whether
                    by law, decree, interpretation or regulation, or by response
                    to the
                    insistence or request of any governmental authority or person
                    purporting
                    to act therefore, and the effect of such changed or new Regulation
                    (a) is
                    or will not be covered by any other provisions of the Agreement,
                    or (b)
                    has or will have an adverse economic effect upon the parties
                    to this
                    Agreement or the suppliers or customers of said
                    parties, the parties shall have the option to request renegotiation
                    of the
                    prices and other pertinent terms
                    provided for in the Agreement and their respective effective
                    dates. Said
                    option may be exercised by either party at any time after such
                    changed or
                    new Regulation is promulgated by giving notice of the exercise
                    of its
                    option to renegotiate to the other party prior to the time of
                    delivery of
                    bio-diesel or any part thereof. Such notice shall contain the
                    new prices
                    and terms desired by agreement of Eco and SOUTHERN IOWA BIOENERGY.
                    If the
                    parties do not agree upon new prices and terms satisfactory to
                    both
                    parties within ten (10) days after such notice is given, Eco
                    and SOUTHERN
                    IOWA BIOENERGY shall have the right to terminate the Agreement
                    at the end
                    of said ten (10) day period.

                


        

        


        
          	23.	
                  General.

                


        

        


        
          	
                	(a)	
                  This
                    Agreement is the entire understanding of the parties concerning
                    the
                    subject matter hereof,
                    and it may be modified only in writing signed by the
                    parties.

                


        

        


        
          	
                	(b)	
                  If
                    any provision or provisions of this Agreement shall be held to
                    be invalid,
                    illegal or unenforceable,
                    the validity, legality and enforceability of the remaining provisions
                    shall not in any way be affected or impaired
                    thereby.

                


        

         

        
          	
                	(c)	
                  No
                    party shall be liable for any failure to perform any or all of
                    the
                    provisions of this Agreement if and to the extent that performance
                    has
                    been delayed or prevented by reason of any cause beyond the reasonable
                    control of such party. The expression "cause
                    beyond the reasonable control" shall be deemed to include, but
                    not be
                    limited to: acts, regulations, laws, or restraints imposed by
                    any
                    governmental body; wars, hostilities,
                    sabotage, riots, or commotions; acts of God; or fires, frost,
                    storms, or
                    lightning.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                	(d)	
                  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.

                


        

        


        
          	
                	(e)	
                  No
                    action, regardless of its nature or form, arising from or in
                    relation to
                    this Agreement
                    may be brought by either party more than two (2) years after
                    the cause of
                    action has arisen, or, in the case of an action for nonpayment,
                    more than
                    two (2) years from the date the last payment was due. Venue for
                    any action
                    arising from or in relation to this Agreement shall be in Osceola,
                    IA.

                


        

        


        
          	
                	(f)	
                  This
                    Agreement is governed by and shall be construed under the laws
                    of the
                    State of Iowa.

                


        

        


        
          	
                	(g)	
                  This
                    Agreement shall be binding upon and inure to the benefit of the
                    parties
                    and their respective successors
                    and permitted assigns. This Agreement shall not be assignable
                    by either
                    party, without the express written consent of the other party,
                    except that
                    ECO may assign its rights and duties under this Agreement in
                    connection
                    with the sale, merger, exchange or acquisition of all or substantially
                    all
                    of the assets or stock of ECO and ECO may assign its rights and
                    duties
                    under this Agreement to another company controlling, or controlled
                    by, or
                    under common control with ECO, all without having to obtain the
                    express
                    written consent of the other party.

                


        

        


        
          	
                	(h)	
                  This
                    Agreement shall be binding upon SOUTHERN IOWA BIOENERGY and this
                    above
                    referenced Plant in the event that the name, SOUTHERN IOWA BIOENERGY
                    is
                    later changed to any name in the alternative. A change in name
                    does not
                    void, nor make this contract
                    voidable.

                


        

      

      


      DATED
        AND
        EXECUTED AS OF THIS DAY
        6  OF JUNE ,
        2007


      


      SOUTHERN
        IOWA BIOENERGY, LLC

      


      


      BY:
        /s/William
        T. Higdon, President

      


      


      ECO-ENERGY
        BIODIESEL, LLC.

      


      BY:
        /s/ Jaime Dachelet

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      Bio-diesel

      


      Eco
        shall
        purchase 100% of the production of bio-diesel of SOUTHERN IOWA BIOENERGY's
        Plant
        on the following terms:

      


      
        	
                1.

              	
                Eco
                  will pay on the Friday of each week for the shipments made by Sunday
                  of
                  the previous week upon receipt of Invoice, Bill of Lading, Return
                  Bill of
                  Lading, and Certificate of Analysis. All paperwork for the previous
                  week’s
                  shipments must be received by 12:00 noon
                  Sunday.

              


      

      


      
        	
                2.

              	
                SOUTHERN
                  IOWA BIOENERGY is responsible for any and all of its local, state
                  and
                  federal tax liabilities.

              


      

      


      
        	3.	
                Eco
                  will provide scheduling and marketing for bio-diesel
                  produced.

              


      

       

      
        	4.	
                Eco
                  will be responsible for receivables risk on
                  bio-diesel.

              


      

      


      
        	5.	
                Eco
                  reserves the right to refuse business to anyone due to credit and
                  market
                  risk.

              


      

      


      
        	
                6.

              	
                SOUTHERN
                  IOWA BIOENERGY shall meet or exceed all specifications ASTM D6751
                  fuel
                  bio-diesel as well as any changes in fuel bio-diesel industry standards
                  that might occur after the execution of this
                  Agreement.

              


      

      


      
        	
                7.

              	
                SOUTHERN
                  IOWA BIOENERGY will keep Eco informed on production forecasts,
                  as well as
                  daily plant inventory balances.

              


      

      


      
        	
                8.
                  

              	
                On
                  all truck and rail shipments title and risk of loss of the bio-diesel
                  will
                  pass at the loading flange between the Plant and the truck or railcar.
                  Unless otherwise specified Eco is purchasing all bio-diesel on
                  a FOB plant
                  basis. 

              


      

      


      
        	
                9.

              	
                SOUTHERN
                  IOWA BIOENERGY will provide a minimum of 10 days storage on the
                  SOUTHERN
                  IOWA BIOENERGY site.

              


      

      


      
        	
                10.

              	
                Eco
                  shall deduct all unavoidable costs such as government tariffs or
                  assessment fees, sales taxes, import/export handling fees, assessments,
                  inspection fees, or any other that has been approved by the appropriate
                  member of the board of directors.

              


      

      


      
        	
                11.

              	
                Eco
                  shall be notified in writing, by certified mail, prior to any feedstock
                  changes. It is mutually understood that a change in feedstock could
                  affect
                  market prices.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        B

      


      Eco
        Transportation Services

      


      Unless
        otherwise provided by this Agreement, Eco will provide the following
        transportation services:

      


      
        	
                1.
                  

              	
                Eco
                  and SOUTHERN IOWA BIOENERGY shall mutually agree as to the
                  number of railcars needed and their respective lease
                  rates. Eco shall negotiate the terms of the rail car leases on
                  behalf of
                  SOUTHERN IOWA BIOENERGY. The leases of such railcars shall be in
                  the name
                  of SOUTHERN IOWA BIOENERGY and SOUTHERN IOWA BIOENERGY will be
                  responsible
                  for securing the railcars and lease
                  payments.

              


      

      


      
        	
                2.
                  

              	
                Eco
                  will negotiate rail rates on behalf of SOUTHERN IOWA BIOENERGY;
                  provided
                  that the rail rates and the terms of all rail leases shall be subject
                  to
                  approval by SOUTHERN IOWA
                  BIOENERGY.

              


      

      


      
        	
                3.
                  

              	
                All
                  rail contracts will be in the name of SOUTHERN IOWA BIOENERGY,
                  or
                  any name later chosen in the
                  alternative.

              


      

      


      
        	
                4.
                  

              	
                SOUTHERN
                  IOWA BIOENERGY will invoice Eco for rail freight along
                  with a copy of the actual railroad invoice. (This
                  amount will be paid the following Friday upon receipt of
                  invoice.)

              


      

      


      
        	5.	
                Eco
                  will purchase all truck gallons on an FOB plant basis.
                  

              


      

      


      
        	6.	
                Eco
                  will supply all trucks in such quantity and at such times as are
                  necessary
                  to fulfill its obligations under  this
                  Agreement.