Exhibit 10.12


MANAGEMENT AND OPERATIONAL SERVICES AGREEMENT


THIS MANAGEMENT AND OPERATIONAL
SERVICES AGREEMENT (the “Agreement”) is made and entered into
this 30th day of May, 2007, by and between Twin Rivers
Management Co., LLC, an Iowa limited liability company (“MANAGER”) and Akron
Riverview Corn Processors, LLC, an Iowa limited liability company (“OWNER”).


WHEREAS, OWNER
intends to own and operate an ethanol production facility to be located in or
near Akron, Iowa (the “Plant”);


WHEREAS,
MANAGER is in the business of managing and operating ethanol production
facilities such as the Plant;  and


WHEREAS, OWNER
desires to engage MANAGER as its managing agent at the Plant, and MANAGER
desires to accept such engagement upon all of the terms and conditions hereinafter
described.


NOW, THEREFORE,
in consideration of mutual covenants contained herein, the parties agree as
follows:


1.             Definitions.  For purposes of this Agreement, the following
terms shall have the following meanings:


(a)       “Accounts”
shall mean the account(s) established in accordance with paragraph 12.


(b)       “Agreement”
and the words “herein”, “hereof”, “hereby” “hereunder”, and words of similar
import shall refer to this Agreement as a whole and not to any particular
provision unless expressly so limited.


(c)       “Day”,
“quarter” and “year”
shall refer to a calendar day, quarter and year, respectively, unless expressly
provided otherwise.


(d)       “Effective
Date” shall mean the date on which MANAGER hires the Plant Manager
to provide the services described herein, which date shall not be earlier than
180 days prior to commencement of substantial operations.


(e)       “Plant
Manager” shall mean that Person who is employed by MANAGER, from
time to time, to act as the Plant Manager of the Plant and perform the duties
set forth in paragraph 13.


(f)        “Incentive
Bonus” shall mean the amounts payable by OWNER to MANAGER under
paragraph 9.


(g)       “Management
Fee” shall mean the amounts payable by OWNER to MANAGER under
paragraph 8.



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(h)       “MANAGER”
shall mean Twin Rivers Management Co.,
LLC.


(i)        “Net Income”
shall mean the amount (if any) by which Operational Revenues exceed Operational
Costs, as determined using Generally Accepted Accounting Principles applied on
a consistent basis, as agreed to by and between OWNER and MANAGER.


(j)        “Operational
Costs” shall mean all normal and reasonable costs and expenses
directly and indirectly associated with the daily operation of the Plant
including, without limitation, administration costs, the Management Fee, legal
and accounting, interest expense, book depreciation (not tax) and amortization
(as determined by an independent accounting firm approved by the parties),
unrealized gains and losses from risk management activities, utilities,
production inputs, supplies, transportation, employee salaries and benefits,
maintenance, general supplies, raw material acquisitions, and equipment
maintenance.  All Operational Costs are
the direct obligation of the OWNER and ultimately are to be paid by the OWNER.  Operational Costs do not include those expenses
to be borne by MANAGER and not reimbursed by the terms of this Agreement.  Operational Costs do not include the
Incentive Bonus to be paid by OWNER to MANAGER, nor do they include costs
incurred for capital expenditures, including, but not limited to, purchases of
equipment, hardware or software technology, or expansion of the Plant, or any
other costs or expenses incurred that are associated, directly or indirectly,
with items not included in the definition of Operational Revenues.


(k)       “Operational
Revenues” shall mean all revenues from the operation of the
Plant.  Operational Revenues shall not
include any revenues from the sale of the Plant or any part thereof, or any
land adjacent thereto, or payments from the federal, state and local government
made directly to OWNER.


(l)        “OWNER”
shall mean Akron Riverview Corn Processors, LLC.


(m)      “Person”
shall mean any individual, corporation, partnership, limited liability company,
trust or other legal entity.


(n)       “Plant”
shall have the meaning set forth above and shall include the physical plant and
equipment used for production of the Products.


(o)       “Plant Controller” shall mean that Person who is employed by
MANAGER, from time to time, to act as the primary accountant of the Plant.


(p)       “Products”
shall mean all items produced at the Plant including, without limitation,
ethanol and distillers grains.


(q)       “Proprietary
Information” shall have the meaning set forth in paragraph 14.


2.             Engagement of
MANAGER.  OWNER hereby engages
and designates MANAGER, and MANAGER hereby accepts such engagement and
designation, on the terms and conditions hereinafter set forth, as OWNER’s
managing agent to direct, supervise, operate, maintain and manage the
Plant.  Furthermore, MANAGER hereby agrees,
subject to the



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supervision and direction of OWNER’s board of
directors, to perform all services necessary for the construction, equipping,
start up and thereafter operation of the Plant in accordance with the highest
industry standards.


3.             Duties of MANAGER.  MANAGER is hereby authorized and directed by
OWNER to do all of the following and agrees, in each case on behalf of and at
the expense of OWNER, to:


(a)       use
commercially reasonable efforts to obtain permits and licenses required for the
construction and/or operation of the Plant and ensure the continous compliance
with all regulatory matters to which the plant may be subject;


(b)       perform
start up and operational monitoring and reporting and conduct review of
physical performance compared to plan and compared to vendor guarantees;


(c)       supervise
and direct the general operations of the Plant and operate it efficiently and
effectively;


(d)       hire,
pay, supervise and discharge all employees necessary to properly maintain and
operate the Plant in accordance with OWNER’s terms and conditions of employment
and cause to be prepared and timely filed and paid all necessary returns, forms
and payments in connection with unemployment insurance, withholding, social
security and other like benefits and taxes, all such employees are to be
employees of MANAGER and not of OWNER (notwithstanding the above, OWNER shall
retain the right to unilaterally terminate the services of the Plant Manager
and/or the Plant Controller);


(e)       prepare or cause to be prepared for
review and approval of OWNER an annual operating budget setting forth the
anticipated income and expenses for the Plant for the ensuing year, a
comparison of such budget to the income and expenses of the preceding and
current years, and any required explanations with respect thereto;


(f)        set up and keep in good order separate,
accurate and adequate accounting records to be maintained for OWNER, and
maintain orderly files containing income records, insurance policies, leases
and subleases, correspondence, receipted bills and vouchers, and all other
documents pertaining to the Plant or the operation thereof, and prepare or
cause to be prepared for OWNER monthly and annual statements of account as of
the end of each month and year, all in accordance with paragraph 28;


(g)       check all bills received for services,
work and supplies ordered in connection with maintaining and operating the
Plant and pay, with OWNER’s funds, or cause to be paid all such expenses,
mortgage interest and amortization, ground rent, water charges, sewer rent,
assessments, real estate taxes, and other taxes assessed against the Plant as
and when the same shall become due and payable;


(h)       establish and maintain the Accounts;
collect payments from customers of the Plant and take any and all actions
MANAGER deems necessary or desirable to collect such payments; deposit such
payments into, and withdraw or disburse such amounts from, the Accounts; all in
accordance with paragraph 12.


(i)        comply with all covenants of OWNER under
the terms of any mortgage loan affecting the Plant, subject to OWNER’s duties
in paragraph 6(a);



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(j)        cause to be effected and maintained on
the Plant the insurance referred to in paragraph 29;


(k)       notify OWNER and applicable insurance
carriers of policies under paragraph 29 of any serious bodily injury (including
death) to any Person and any substantial property damage, or claims as to
either, that MANAGER has knowledge of or should have knowledge of, and deliver
to OWNER any legal process received by it which affects or may affect OWNER or
the Plant;


(l)        contract for and cause the purchase of
all services, grains, supplies and other materials necessary for the Plant to
produce the Products and contract for and cause the marketing and sale of the
Products; provided, however, MANAGER shall not contract with an affiliate of
MANAGER for any of the items stated in this paragraph 3(l) without the prior
approval of OWNER;


(m)      contract for electricity, natural gas,
water, waste water treatment or disposal, fuel oil, rubbish and snow removal,
vermin extermination and such other services or such of them as MANAGER deems
necessary or advisable;


(n)       contract for and cause the Plant and all
fixtures, furnishings, equipment, supplies, tools, and other materials and
facilities thereof to be maintained in good order and condition; to cause all
routine repairs, replacements and alterations to be made thereto; and to
purchase such items MANAGER deems necessary or desirable for the operation and
maintenance of the Plant, all in such amounts as may be within OWNER’s budget
and/or as may be authorized by OWNER’s board of directors from time to time,
except in circumstances which MANAGER reasonably believes constitute an
emergency requiring immediate action for the preservation or safety of the
Plant or its occupants or to avoid the suspension of any necessary service;


(o)       use  commercially
reasonable efforts to cause the Plant and its operations to comply with all
applicable laws and regulations;


(p)       act in compliance with OWNER’s operating
agreement, as amended from time to time, and other governing documents provided
that (i) MANAGER has actual knowledge of OWNER’s operating agreement and other
governing documents, and any amendments thereto, and (ii) the terms of this
Agreement shall not be altered or amended by any of the terms of OWNER’s
operating agreement and other governing documents and any amendments thereto;


(q)       reasonably cooperate with OWNER and its
attorneys and accountants in making any disclosures required by the Securities
Act of 1933 and the Securities Exchange Act of 1934 or any other securities
laws;


(r)        recommend and, subject to the approval of
OWNER, cause all such acts and things to be done in or about the Plant as shall
be necessary to comply with any and all orders or violations affecting the
Plant placed thereon by any federal, state, county or municipal authority
having jurisdiction thereover, subject to OWNER’s duties in paragraph 6(a);


(s)       cooperate with OWNER’s accountants in
regard to the preparation and filing on behalf of OWNER of any income or other
tax return; and


(t)        adhere to any policies or procedures
announced by OWNER’s board of directors related to the duties of the MANAGER
described above.


4.             Authority
of MANAGER.  OWNER authorizes
MANAGER, for OWNER’s account and on its behalf, to enter into contracts and
perform any act or do anything MANAGER



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deems
necessary or desirable in order to carry out MANAGER’s duties under this
Agreement, and everything done by MANAGER under the provisions of this
Agreement shall be done as agent of OWNER.


5.             Limitations on Authority of MANAGER.  Notwithstanding any other provision in this
Agreement to the contrary, MANAGER shall have no authority to engage or
discharge any third-party accountants, auditors or attorneys without the prior
written consent of OWNER.  Further,
MANAGER shall have no authority to pay
to itself the Incentive Bonus until MANAGER and OWNER approve the financial
statements for the applicable quarter, in accordance with paragraph 9
below.  Unless othewise authorized by
OWNER and except as provided in paragraphs 3 and 4, MANAGER shall have
no authority regarding any matter not provided for under this Agreement.


6.             Duties
of OWNER.  OWNER shall act in
good faith and do all things reasonably requested by MANAGER to aid and assist
MANAGER in the performance of its duties under this Agreement including,
without limitation, to provide:


(a)       an
accurate and complete copy of any and all contracts and other obligatory
instruments of OWNER necessary for MANAGER to perform its duties under this
Agreement;


(b)       a comprehensive written
semi-annual review and evaluation of MANAGER’s performance hereunder and
MANAGER’s compliance with any policies or procedures subsequently announced by
the OWNER’s board of directors, within  thirty (30)
days after the end of the second and fourth fiscal quarters of each year; and


(c)       such
executive office space, furniture, telephone, computer, printer and other
office equipment, including high speed internet services, for the MANAGER as
may be reasonably agreed to by MANAGER and OWNER.


7.             Independent
Contractor.  MANAGER shall
perform its duties under this Agreement as an independent contractor.  Nothing contained herein shall be construed
as creating a partnership or joint venture, nor construed as making MANAGER an
employee of OWNER.  MANAGER shall have no
right or power to act for OWNER other than as contemplated in this Agreement or
otherwise expressly authorized by OWNER.


8.             Management
Fee.  OWNER shall pay to MANAGER
an annual management fee of $420,000 payable at a monthly rate of $35,000,
which shall be due and payable in advance on the 1st day of each month during the term of this
Agreement.  If the Effective Date of this Agreement is on a
day other than the first day of a calendar month or ends on a day other than
the last day of a calendar month, then the Management Fee will be appropriately
prorated by MANAGER based on the actual number of calendar days in such
month.  OWNER and MANAGER shall
renegotiate the Management Fee six months after plant operations begin and on
an annual basis thereafter.


9.             Incentive Bonus.  In addition to the Management Fee, OWNER
shall pay to MANAGER an annual Incentive Bonus in the amount of 3% percent of
Net Income for each year during the term of this Agreement or, in the event the
term of this Agreement includes a part of a year, such partial year.  Notwithstanding the foregoing, the Incentive
Bonus shall for any



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given year shall not be
greater than $1,500,000.  The Incentive
Bonus shall be due and payable in quarterly installments.  The amount of the Incentive Bonus payable to
the MANAGER for the first, second and third quarters of each year shall be due
and payable within thirty (30) days after the end of each quarter or, if the
monthly financial statements for that quarter have not been approved by the
MANAGER and OWNER, upon approval of the financial statements for that quarter;
provided, however, that in no event shall the quarterly installment of the
Incentive Bonus be made more than sixty (60) days after the end of such
quarter.  The amount of Incentive Bonus
payable to MANAGER for the final quarter of each year shall be made within
thirty (30) days after the annual audit for such year; provided, however, that
in no event shall the final payment or refund of the Incentive Bonus be made more
than one hundred twenty (120) days after the end of such year.


10.          Reimbursement
for Expenses.  All reasonable and
necessary costs and expenses incurred by MANAGER in connection with the
performance of its duties hereunder shall be paid by OWNER except as otherwise
provided in paragraph 11.  OWNER shall
reimburse MANAGER within ten (10) days after notice of such expenses.


11.          Non-Reimbursable
Expenses.  MANAGER shall be
responsible for payment of, and shall not be entitled to any reimbursement from
OWNER for, all travel expenses incurred by MANAGER unless previously approved
by OWNER.


12.          Establishment of Accounts.  MANAGER shall establish
and maintain one or more accounts with banks or other financial institutions
designated by OWNER and:


(a)       all funds of OWNER relating
to the Plant shall be deposited in OWNER’s name in the Accounts and shall be
held in trust;


(b)       no funds of OWNER shall be
commingled with any other funds of MANAGER or of others;


(c)       withdrawals from the Accounts shall be
made only in the regular course of MANAGER’s services in operating the Plant
and shall be made upon such signature or signatures as OWNER may designate;
provided, however, MANAGER shall be authorized to draw checks and make
withdrawals from the Accounts to pay any particular cost or expenditure in
order to carry out its duties under this Agreement;


(d)       MANAGER shall be entitled to withdraw from the Accounts and retain its
(i) Management Fee, and (ii) Incentive Bonus after the approval of OWNER and
MANAGER of the financial statements for the applicable quarter, in accordance
with paragraph 9 above, and if the Accounts shall be insufficient to withdraw
such amounts, MANAGER shall be entitled to be reimbursed by OWNER within ten
(l0) days after written request therefor; and


(e)       Any cost or expense made by MANAGER hereunder shall be made out of such
funds as MANAGER may from time to time hold in the Accounts or as may be
provided by OWNER.  MANAGER shall not be
obligated to make any advance to or for the account of OWNER or to pay any
amount except out of the funds so held or provided, nor shall MANAGER be
obligated to incur any liability or obligation unless OWNER shall furnish
MANAGER with the necessary funds for the discharge thereof.  If MANAGER shall advance



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out
of its own funds for OWNER’s account any amount for the payment of any
obligation of OWNER or ordinary and necessary cost or expenses directly related
to the Plant, OWNER shall promptly reimburse MANAGER therefor within ten (l0)
days after written request therefor or MANAGER may reimburse itself therefor
out of the Accounts and Operating Revenues as collected.


13.          Duties of Plant Manager.  MANAGER shall provide the full
time services of a Plant Manager.  The
Plant Manager shall work exclusively for the Plant and shall be based at the
location of the Plant.  MANAGER will
endeavor in good faith to keep the Plant Manager at the Plant and to refrain
from transferring the Plant Manager from the Plant prior to the termination of
this Agreement, provided, however, that nothing in this paragraph shall be
construed or interpreted as restricting MANAGER’s right and authority to
terminate, remove, reprimand or replace a Plant Manager if, in its sole
discretion, MANAGER deems such action necessary or advisable for the proper performance
of its duties hereunder.  Subject to the
policies set by the OWNER, the Plant Manager’s responsibilities include the
following:


(a)       To manage Plant operations,
personnel operations, safety and any and all other items relating to Plant
operations.


(b)       To timely report such
information to OWNER on a regular and reasonable basis;


(c)       To promote, and refrain
from any act that would adversely impact, a positive image of the Plant in the
community;


(d)       To use commercially
reasonable efforts to ensure that the Plant complies with all applicable
orders, rules, laws and regulations;


(e)       To use commercially
reasonable efforts to minimize Operational Costs and to use his or her best
efforts to maximize Operational Revenues; and


(f)        To perform any and all
other duties assigned by MANAGER or, with the prior approval of MANAGER,
perform any and all other duties assigned by OWNER in connection with MANAGER’s
duties hereunder.


14.          Proprietary Information. 
During the term of this Agreement, the parties may furnish, to each
other information including, but not limited to, specifications, photocopies,
magnetic tapes, drawings, sketches, models, samples, tools, technical
information, data, know-how, customer and market information, financial
reports, precontractual negotiations, engineering studies, consultants’
studies, options for site purchases, and relationships established with
experts, consultants and governmental agencies (all hereinafter designated as
“Proprietary Information”) in connection with the operations of the Plant.  The party furnishing such Proprietary
Information to the other party shall have the exclusive right and interest in
and to such Proprietary Information and the goodwill associated therewith.  A party will not directly or indirectly
contest the ownership of Proprietary Information furnished by the other party
in writing or furnished verbally and then documented in writing within seven
(7) days.  The use of the Proprietary
Information of a party in the operations of the Plant does not give the other
party any ownership interest or other interest in or to such information;
provided, however, the



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MANAGER, upon termination
of this Agreement, shall grant to OWNER at no additional cost (other than the
license fee payable by OWNER to MANAGER under paragraph 17 below)  a nonexclusive perpetual limited license to
use, solely for the continued operations of the Plant, such Proprietary
Information of MANAGER that is then utilized in the operation of the Plant and
necessary for the continued operations of the Plant.  Any modifications or additions to the
Proprietary Information of a party made by the other party will only be
property of such other party if the modifications or addition stands alone
separately without any portion of such Proprietary Information.  Nothing in this Paragraph shall be construed
as requiring any party to furnish any Proprietary Information to the other
party.  Proprietary Information developed
by MANAGER or any of its employees or agents during the term of this Agreement
or the operations of the Plant shall not be considered “work for hire” and,
between the parties hereto, MANAGER shall have the exclusive right and interest
in and to such Proprietary Information and the goodwill associated
therewith.  Notwithstanding the
foregoing, if any Proprietary Information is jointly developed by the parties,
such Proprietary Information shall be jointly owned by the parties.  For purposes of this paragraph, Proprietary
Information shall not include:


(a)       Information of a party that at the time furnished to
the other party is in the public domain or becomes part of the public domain by
publication or otherwise through no fault of the other party or its employees
or agents; or


(b)       Information of a party that at the time furnished to
the other party was in the possession of the other party as shown by written
records and was independently developed by the other party or obtained from a
source on a non-confidential basis by a Person entitled to disclose it.


Proprietary
Information is confidential and proprietary. 
Each party shall keep the Proprietary Information of the other party
confidential and shall use all reasonable efforts to maintain the Proprietary
Information as secret and confidential. 
Failure to so maintain the Proprietary Information of a party as
confidential shall entitle such party to any damages stemming from such
failure, to include without limitation, reasonable attorneys’ fees.  A party shall not at any time without the
prior written consent of the other party, copy, duplicate, record or otherwise
reproduce the Proprietary Information of such other party, in whole or in part
for any unauthorized Persons, or otherwise make the same available to any
unauthorized Person.  Each party agrees
that the other party would be irreparably damaged by reason of any violation of
the confidentiality provisions contained herein and that any remedy at law for
a breach of such provisions would be inadequate.  Therefore, a party shall be entitled to seek
injunctive or other equitable relief in a court of competent jurisdiction
against the other party, its agents, employees, officers or other associates,
for any breach or threatened breach of the confidentiality covenants contained
herein without the necessity of proving actual monetary loss.  It is expressly understood that the remedy
described herein shall not be the exclusive remedy of a party for any breach of
such covenants, and such party shall be entitled to seek such other relief or
remedy, at law or in equity, to which it may be entitled as a consequence of
any breach of such covenants.  Nothing in
this paragraph shall be construed so as to inhibit OWNER’s ability to make
necessary disclosures as required by the Securities Act of 1933 or the
Securities Exchange Act of 1934 or any other applicable securities laws,
provided, however, any disclosure of Proprietary Information of MANAGER shall
require the prior written consent of MANAGER, which shall not be unreasonably
withheld.



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15.          Term.  This Agreement shall commence on the
Effective Date and shall terminate on the fifth (5th) anniversary of that date, unless
earlier terminated pursuant to paragraph 16. 
Unless earlier terminated in accordance with this Agreement, this
Agreement shall be automatically extended for successive five (5) year terms
thereafter unless either party gives written notice to the other party of its
election not to renew, not later than ninety (90) days prior to the expiration
of the then current term.


16.          Early
Termination.  This Agreement
shall be subject to earlier termination during the term hereof as follows:


(a)       by OWNER upon a default by
MANAGER which remains uncured for more than twenty (20) days after written
notice thereof, unless the same is susceptible to being cured but not within a
period of twenty (20) days and due and diligent efforts to effect such cure
have been commenced during such twenty (20) day period and are continuing;


(b)       by MANAGER upon a default
by OWNER in (i) the due and punctual payment of any installment of the
Management Fee or Incentive Bonus to MANAGER unless such default is cured by
OWNER within ten (10) days after written notice thereof, (ii) reimbursing
MANAGER for any cost or expense under paragraph 10, unless such default is
cured by OWNER within ten (10) days after written notice thereof, or (iii) any
persistent instruction or order by OWNER to operate the Plant in a way in which
a violation of any applicable law or regulation is likely to occur;


(c)       by either party upon not
less than five (5) days notice to the other in the event a petition is filed
against the other party to declare it bankrupt or to require an arrangement or
its reorganization under the Bankruptcy Act or any similar insolvency statute
and, if involuntary, such petition is not dismissed within sixty (60) days;


(d)       immediately and without further action by either party
upon the occurrence of (i) a taking by condemnation or similar proceeding of
the Plant, or (ii) the damage or destruction of all or substantially all of the
Plant by fire or other casualty.


17.          License Fee.  In order
to compensate MANAGER for OWNER’s continued use of MANAGER’s Proprietary
Information (including, without limitation, the management system(s)
established and implemented by MANAGER at the Plant during the term of this
Agreement), OWNER shall pay to MANAGER a license fee of $250,000 at a monthly
rate of $10,417 for twenty-four (24) months after the termination of this
Agreement, if termination occurs during the initial term of the Agreement.  The first monthly installment shall be due
and payable on the date of termination of this Agreement and each successive
monthly installment shall be due and payable on the same day of each month
thereafter during such twenty-four (24) month period after termination.


18.          Dispute Resolution. 
The parties shall attempt to settle amicably any dispute or difference
of any kind whatsoever, arising out of or in connection with the validity or
invalidity, construction, execution, meaning, operation or effect or breach of
this Agreement (exept for any such dispute or difference involving paragraph
14).  If the parties do not promptly do
so, either



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party
may, by written notice to the other party, call for private mediation of the
issue before a mediator to be agreed upon by the parties.  The parties agree to conclude such private
mediation within thirty (30) days of the filing by a party of a request for
such mediation.  In the event of a
dispute between the parties that is not resolved by such mediation, either
party may, by written notice to the other party, call for private binding
non-appealable arbitration of the issue before a single arbitrator agreed upon
by the parties.  In the event a single
arbitrator cannot be agreed upon, each party shall appoint a third party
arbitrator from a list provided by the American Arbitration Association (AAA)
(not a principal of a party) and the two arbitrators thus selected by the
parties shall select a third arbitrator. 
The arbitrators shall meet as expeditiously as possible to resolve the
dispute, and a majority decision of the arbitrators shall be controlling.  While each party is free to select an
arbitrator of its own choosing from the list provided by the AAA, either party
by written notice to the other may require that all arbitrators chosen have
sufficient expertise in the subject matter of the arbitration that they would
qualify as “expert witnesses” in a judicial proceeding.


The arbitrators so chosen
shall conduct the arbitration in accordance with the Rules of the AAA as
applicable in the State of Iowa.  Such
arbitration shall take place at a mutually agreed upon location.  The arbitrators shall be governed, in their
determinations hereunder, by the intention of the parties as evidenced by the
terms of this Agreement.  The decision of
the arbitrator shall be rendered in writing and shall be final and binding upon
the parties and shall be non-appealable. 
Judgment upon the award rendered may be entered by either party and
enforced in any court having competent jurisdiction.  The parties shall share the procedural costs
of the mediation and arbitration equally. 
Each party shall pay its own attorney’s fees and costs incurred by it
relating to the mediation and arbitration. 
Notwithstanding the foregoing sentences, the parties hereby authorize
the abritrators to award costs and fees to the prevailing party as the
arbitrators deem appropriate.


Pending resolution of
such dispute or difference and without prejudice to their rights, the parties
shall continue to respect all their obligations and to perform all their duties
under this Agreement; provided, however, the parties shall not be obligated to
perform their obligations after this Agreement has been terminated by any party
pursuant to paragraph 16, or if such termination is the dispute being
arbitrated, except payment of the licensing fee pursuant to paragraph 17.


After signing this
Agreement, each party understands that it will not be able to bring a lawsuit
concerning any dispute that may arise that is covered by this arbitration
provision (other than to enforce the arbitration decision).  The parties hereby agree that any dispute or
difference involving paragraph 14 shall not be subject to this mediation or
arbitration provision.


19.          Assignment. 
This Agreement and the duties and obligations hereunder may not be
assigned by either party without the prior written consent of the other party
and, if applicable, the primary lender of OWNER.


20.          Headings.  The paragraph headings contained herein are
for convenience only and are not intended to define or limit the scope or
intent of any provisions of this Agreement.



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21.          Governing
Law.  The validity of this
Agreement, the construction of its terms and the interpretation of the rights
and duties of the parties hereto shall be governed by the laws of the State of
Iowa.


22.          Notices.  Any notice required or permitted herein to be
given shall be given in writing and shall be delivered by United States
registered or certified mail, return receipt requested, to MANAGER or OWNER, as
the case may be, to the Person and at the address set forth below, or to such
other Person or other address as MANAGER or OWNER shall provide notice of from
time to time during the term of this Agreement, and notice shall be deemed to
have been given to the party to whom it is addressed forty-eight (48) hours
after such delivery:


	
  

  	
  OWNER:

  	
  Akron Riverview Corn Processors, LLC

  
	
   

  	
   

  	
  c/o Steve Roe

  
	
   

  	
   

  	
  Address:

  	
  4808 F. Street

  
	
   

  	
   

  	
   

  	
  Marcus, Iowa 51035

  
	
   

  	
   

  	
  Phone: 

  	
  (712) 376-2800

  
	
   

  	
   

  	
  Fax:

  	
  (712) 376-2815

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MANAGER:

  	
  Twin Rivers Management Co., LLC

  
	
   

  	
   

  	
  c/o Steve Roe

  
	
   

  	
   

  	
  Address

  	
  4808 F. Street

  
	
   

  	
   

  	
   

  	
  Marcus, Iowa 51035

  
	
   

  	
   

  	
  Phone: 

  	
  (712) 376-2800

  
	
   

  	
   

  	
  Fax:

  	
  (712) 376-2815

  
					



 


23.          Successors.  This Agreement shall be binding upon and
inure to the benefit of the respective parties and their permitted assigns and
successors in interest.


24.          Severability.  Should any term or provision hereof be deemed
invalid, void, or unenforceable either in its entirety or in a particular
application, the remainder of this Agreement shall nonetheless remain in full force
and effect and, if the subject term or provision is deemed to be invalid, void
or unenforceable only with respect to a particular application, such term or
provision shall remain in full force and effect with respect to all other
applications. If, however, any court of competent jurisdiction or any
arbitration proceeding should render a final judgment that the authority
granted to MANAGER from OWNER exceeds the bounds of permissible delegation
under applicable law, the parties agree that this Agreement shall be deemed
amended, modified and reformed to the extent necessary to reduce the scope of
authority so delegated to that deemed legal by written legal opinion of special
counsel to OWNER.  The parties agree that
in no event shall any determination that the discretion and authority granted
to MANAGER hereunder exceeds permissible bounds result in this Agreement being
declared or adjudged invalid, void, or unenforceable in its entirety; rather,
the parties request that any court or arbitration proceeding examining such
issue employ great latitude in reforming the Agreement so as to make the
Agreement as reformed valid and enforceable.


25.          Indemnification by
OWNER.  OWNER shall indemnify,
hold harmless and defend MANAGER, its employees and agents from and against any
and all actual claims, losses,



 11
 









damages, liabilities and expenses (including
reasonable attorneys’ fees) resulting from or arising out of MANAGER’s
performance of its duties hereunder; provided, however, OWNER shall not be
liable to MANAGER, its employees or agents for Wrongful Conduct.  For the purposes of this paragrapgh 25 the
term “Wrongful Conduct” as used herein shall be defined as any act or conduct
by the MANAGER which: (1) is willful, wanton, intentional, knowing, reckless,
or grossly negligent misconduct; (2) constitutes self dealing and/or gives rise
to an improper profit on the part of the MANAGER in breach of a fiducary duty
or the duty of loyalty that MANGER owes to OWNER hereunder; (3) in nature,
violates any state or federal criminal law unless MANAGER reasonably believes,
at the time of such conduct, that such act or conduct will not violate the
same, or has no reasonable casue to believe the conduct is unlawful.  In the event of any thrid party claim against
MANAGER, MANAGER shall give OWNER notice of such third party claims and OWNER
may, at its option, take over defense of such claim at its own expense.


26.          Indemnification by
MANAGER.  MANAGER shall
indemnify, hold harmless and defend OWNER, its employees and agents from and
against any and all actual claims, losses, damages, liabilities and expenses
(including reasonable attorneys’ fees) resulting from Wrongfull Conduct.  For the purposes of this paragrapgh 26 the
term “Wrongful Conduct” as used herein shall be defined as any act or conduct
by the OWNER which: (1) is willful, wanton, intentional, knowing, reckless, or
grossly negligent misconduct  or (2) in
nature, violates any state or federal criminal law unless OWNER reasonably
believes, at the time of such conduct, that such act or conduct will not
violate the same, or has no reasonable casue to believe the conduct is
unlawful.  Provided, however, MANAGER
shall not be liable to OWNER, its employees and agents for any actual claims,
losses, damages, liabilities or expenses resulting from or arising out of acts
performed by MANAGER at the express instruction of OWNER.


27.          Waiver of
Consequential Damages. 
Notwithstanding any other provison of this Agreement, the parties agree
to waive any and all claims against each other for consequential losses or
damages whether arising in contract, warranty, tort (including negligence),
strict liability or otherwise (other than any consequential losses or damages
resulting from a breach of the covenants set forth in paragrah 14), including, but
not limited to, losses of use, profits, business, reputation or financing.


28.          Book
and Records.  During the Term of
the Agreement, MANAGER shall:


(a)       keep
or cause to be kept full and true books of account in which shall be entered
fully and accurately each transaction relating to the Plant;


(b)       maintain
or cause to be maintained all books of account, together with all records,
bills, receipts, vouchers, correspondence and files relating to the management
and operation of the Plant at the Plant and, at MANAGER’s discretion, MANAGER
may maintain a copy of the aforementioned items at the principal office of
MANAGER, and the Plant shall be open during reasonable business hours to the
inspection of OWNER or its representative, who shall be entitled to make copies
or extracts thereof and, with the cooperation of MANAGER, inquire directly with
or request the assistance of the Plant Controller relating to OWNER’s
inspection in accordance with this paragraph; such books of account, together
with all records, bills, receipts, vouchers, correspondence and files relating
to the management and operation of the Plant to remain at all times during the
term of this Agreement or thereafter the sole property of OWNER;



 12
 









(c)       make
the Plant Controller available for any requests of OWNER related to inquiries
regarding the books and records and the preparation and submission of financial
reports to OWNER; and


(d)       prepare
or cause to be prepared each year in reasonable detail and sent to OWNER within
a reasonable period of time after the close of such year  (a) annual reports of the Plant, including an
annual balance sheet and profit and loss statement and (b) all federal, state
and local income tax returns and information returns, if any, which OWNER is
required to file.


29.          Insurance.  At all times during the Term of this
Agreement, MANAGER shall, at OWNER’s expense, procure and maintain insurance
against such hazards, in such amounts, and with such carriers as the parties
may mutually determine from time to time. 
MANAGER shall be named as an additional insured on all such
policies.  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.  OWNER
waives all rights against MANAGER and its employees and agents for all losses
and damages caused by, arising out of or resulting from any of the perils or
causes of loss covered by such policies and any other insurance applicable to the
Plant maintained by OWNER.


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


30.          Force Majeure.  Any delays in or
failure of performance of any of the respective obligations of this Agreement
of either party hereto shall not constitute default or give rise to any claims
for damages if and to the extent such delays or failure of performance are
caused by occurrences not within the reasonable control or at the fault of the
party affected, which, by exercise of due diligence and foresight, could not
reasonably have been avoided, including, but not limited to:  acts of God or the public enemy;
expropriation or confiscation of facilities; compliance with any order or
decree of any governmental authority; cable cut; acts of war or terrorism, abnormal
severe weather, rebellion or sabotage or damage resulting therefrom; fires;
floods; explosion; riots; strikes or other concerted acts of workmen; accidents
or other casualty.  The party rendered
unable to fulfill any obligation by reason of Force Majeure shall exercise due
diligence to remove such inability with all reasonable speed and diligence and
in accordance with prudent industry practices. 
However, the obligation to use due diligence shall not be interpreted to
require resolution of labor disputes be acceding to demands of the opposition
when such course is inadvisable in the discretion of the party having such
difficulty.


31.          Waivers.  No waiver of any breach of any of the terms
or conditions of this Agreement shall be held to be a waiver of any other
subsequent breach; nor shall any waiver be valid or binding unless the same
shall be in writing and signed by the party alleged to have granted the waiver.


32.          Counterparts.  This Agreement may be executed in multiple
counterparts all of which shall constitute but one Agreement.



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33.          Amendment.  This Agreement is the entire Agreement
between the parties relating to the subject matter hereof.  Any amendment hereto must be in writing and
signed by both parties hereto to come into full force and effect.


34.          Survival.  All provisions of this Agreement, including,
without limitation, all covenants of confidentiality and indemnity contained in
this Agreement, shall survive and remain in full force and effect
notwithstanding any termination or expiration of this Agreement.


35.          Pronouns.  All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine or neuter, singular or plural, as
the identity of the Person or Persons may require.


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement on the date first written
above.


“OWNER”


Akron Riverview
Corn Processors, LLC


	
  By:

  	
  /s/ Stephen Roe

  	
   

  
	
   

  	
  Stephen Roe, President

  	
   

  



 


“MANAGER”


Twin Rivers Management
Co., LLC


	
  By:

  	
  /s/ Stephen Roe

  	
   

  
	
   

  	
  Stephen  Roe,
  President

  	
   

  



 



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