***** Confidential material redacted and filed separately with the Commission.**(a) **Termination for Intentional Misconduct**. If either party engages in intentional misconductreasonably likely to result in significant adverse consequences to the other party, the partyharmed or likely to be harmed by the intentional misconduct may terminate this Agreementimmediately, upon written notice to the party engaging in the intentional misconduct.(b) **Termination for Uncured Breach.**If one of the parties breaches the terms of thisAgreement, the other party may give the breaching party a notice in writing which specifically setsout the nature and extent of the breach, and the steps that must be taken to cure the breach.After receiving the written notice, the breaching party will then have thirty (30) days to cure thebreach, if the breach does not involve a failure to make any payments which are required by thisAgreement. If the breach does involve a failure to make any payments which are required by thisAgreement, then the breaching party will have five (5) days after receiving the written notice tocure the breach. If the breaching party does not cure any breach within the applicable cureperiod, then the non-breaching party will have the right to terminate this Agreement immediately.(c) **Termination by Mutual Written Agreement.**This Agreement may also be terminated upon anyterms and under any conditions, which are mutually agreed upon in writing by the parties.(d) **Cross Default.**If a party fails to perform or observe any covenant, condition orprovision to be performed or observed by it under the terms of the Product Marketing Agreement, theFeedstock Agreement or any other agreement in writing between the parties in connection therewithor herewith and such default is not remedied within thirty (30) days of its occurrence.4. **CONSIDERATION. Service Compensation.**The compensation for services provided by ADM underthis Agreement is ***. In the event of delay in any payment required under this Agreement, theparty failing to remit payment shall pay the other party interest thereon for the period of delayat the rate of interest published on the due date of such payment (or the first business daythereafter if the due date is not a business day) by *THE WALL STREET JOURNAL,*as being the PrimeRate.5. **COOPERATION.**WIE shall cooperate fully with ADM by promptly providing any and allinformation deemed necessary by ADM for the performance of the Services.6. **LIMITATION ON SERVICES PROVIDED.**(a) **Services.**ADM shall provide the Services to WIE consistent with the quality and manner inwhich ADM would conduct the Services in its own operations. ADM will comply with all applicablelaws, regulations and other legal requirements in providing the Services.
 
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(b) **Liability and Indemnity.**Except as expressly provided in this Agreement, it is understoodand agreed by WIE that ADM assumes no liability or responsibility whatsoever to WIE under thisAgreement other than to perform the Services in good faith in the manner set forth herein. Exceptas expressly provided in this Agreement, it is further understood and agreed by WIE that, so longas ADM performs the Services in good faith, ADM shall not be liable to WIE with respect to suchServices except by reason of acts of ADM consisting of ADM’s breach of this Agreement, grossnegligence or willful misconduct. WIE shall indemnify and hold harmless ADM, its subsidiaries,affiliates, divisions, and their directors, shareholders, officers and employees from all costs andexpenses incurred by ADM, including, without limitation, costs of investigation, attorneys’ fees,and amounts paid in settlement or satisfaction of claims, proceedings, or judgments, in connectionwith all claims and proceedings against ADM based upon claims arising from the services provided byADM and arising from claims for personal injury or property damage suffered by ADM’s employees andagents while performing work under this Agreement at WIE’s facilities, except where such injury ordamage is caused by the gross negligence or willful misconduct of ADM or its employees.**7. INDEPENDENT CONTRACTOR STATUS OF ADM, AND EMPLOYMENT STATUS OF ADM’S EMPLOYEES.**Nothingcontained in this Agreement, including the services to be provided by ADM on behalf of WIE, willmake ADM the agent of WIE for any purpose. ADM and its employees shall be deemed to be independentcontractors, with full control over the manner and method of performance of the services they willbe providing on behalf of WIE under this Agreement. This Agreement is not intended to create andshall not be construed as creating between the parties hereto a relationship of principal andagent, joint venturers, co-partners, or any other similar relationship, the existence of which ishereby expressly denied by the parties.Any of the employees of ADM which are providing services on behalf of WIE under this Agreementwill remain employees of ADM. These employees will continue to be paid by ADM and to enjoy thebenefits to which they are entitled as employees of ADM, unless otherwise provided in any separateagreement covering the services of such employees.8. **SEPARATE ENTITIES.**WIE and ADM are separate entities. Nothing in this Agreement orotherwise shall be construed to create any rights or liabilities of either party to this Agreementwith regard to any rights, privileges, duties, or liabilities of the other party to thisAgreement, except to the extent otherwise provided in this Agreement, or in any otheragreement between the parties to this Agreement.
 
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9. **HANDLING OF CONFIDENTIAL INFORMATION**. The parties acknowledge that they will be exchanginginformation about their businesses under this Agreement which is confidential and proprietary, andthe parties agree to handle that confidential and proprietary information in the manner describedin this Section 9.(a) **Definition of Confidential Information.**For purposes of this Agreement, the term“Confidential Information” will mean information related to the business operations of WIE or ADMthat meets all of the following criteria:(i) The information must not be generally known to the public, and must not be a part of thepublic domain, must not be information that the receiving party was already in possession of, mustnot be information that the receiving party receives from a third party without violating anyconfidentiality obligation owed to the disclosing party, and must not be information that isindependently developed by the receiving party without relying upon the Confidential Informationsupplied by the disclosing party.(ii) The information must belong to the party claiming it is confidential, and must be in thatparty’s possession.(iii) The information must have been protected and safeguarded by the party claiming it isconfidential by measures that were reasonable under the circumstances before the information wasdisclosed to the other party.(iv) The disclosure of the information to third parties must be likely to result in adverseconsequences to the party claiming it is confidential.(b) **Limitations on the Use of Confidential Information.**Each party agrees that it will notuse any Confidential Information that it obtains about the other party for any purpose, other thanto perform its obligations under this Agreement.(c) **The Duty Not to Disclose Confidential Information.**The parties agree that they will notdisclose any Confidential Information about each other to any person or organization without firstgetting written consent to do so from the other party. This will be the case both while thisAgreement is in effect, and for a period of three (3) years after it has been terminated.(d) **The Duty to Notify the Other Party in Cases of Improper Use or Disclosure.**Each partyagrees to immediately notify the other party if either party becomes aware of any improper use ofor any improper disclosure of the Confidential Information of the other party at any time whilethis Agreement is in effect, and for a period of three (3) years after it has been terminated.(e) **Protection of the Confidential Information.**Each party agrees to protect the ConfidentialInformation that it obtains from the other party with the same degree of care that it uses inprotecting its own Confidential Information.(f) **Return of the Confidential Information.**Immediately upon the termination of thi**s**Agreement, each party agrees to return to the other party all of the other party’s ConfidentialInformation that is in its possession or under its control.
 
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10. **INSURANCE.**(a) **Insurance Coverage of WIE.**During the entire term of this Agreement and through anyapplicable statute of limitations, WIE will maintain insurance coverage which is standard, in thereasonable opinion of ADM, for a company of its type and size which is engaged in the business ofproducing and selling Products. At a minimum, WIE’s insurance coverage must include:(i) **Commercial General Liability Insurance,**naming ADM as an additional insured for all claimsconnected with or arising out of work covered by this Agreement, with liability limits of at leastone million dollars ($1,000,000) each occurrence and in the aggregate.(ii) **Umbrella Excess Liability Insurance,**naming ADM as an additional insured for all claimsconnected with or arising out of work covered by this Agreement, with liability limits of at leastfive million dollars ($5,000,000) each occurrence and in the aggregate.(iii) **Automobile Liability Insurance**, with liability limits of at least one million dollars($1,000,000) each accident.(iv) **Property Insurance**adequately insuring WIE’s production facilities and WIE’s other assetsagainst “all risk” perils of loss, on a replacement cost basis.(v) **Workers’ Compensation Insurance and Employer’s Liability**, to the extent required by lawand must include an endorsement with a waiver of subrogation in favor of ADM.On or before the effective date of this Agreement, WIE will provide ADM with a Certificate ofInsurance Coverage verifying that insurance coverage complying with the requirements of thisSection 10(a) is in place. WIE shall provide ADM with notice of any cancellation or materialmodification of any policies required herein in accordance with policy provisions.(b) **Insurance Coverage of ADM.**During the entire term of this Agreement and through anyapplicable statute of limitations, ADM will maintain insurance coverage which is standard, in thereasonable opinion of WIE, for a company of its type and size which is engaged in the dutiesrequired of ADM pursuant to this Agreement. At a minimum, ADM’s insurance coverage must include:(i) **Commercial General Liability Insurance,**naming WIE as an additional named insured for allclaims connected with or arising out of work covered by this Agreement, with liability limits of atleast one million dollars ($1,000,000) each occurrence and in the aggregate.(ii) **Umbrella Excess Liability Insurance,**naming WIE as an additional insured for all claimsconnected with or arising out of work covered by this Agreement, with liability limits of at leastfive million dollars ($5,000,000) each occurrence and in the aggregate.
 
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(iii) **Automobile Liability Insurance**, with liability limits of at least one million dollars($1,000,000) each accident.(iv) **Property Insurance,**adequately insuring the tools and equipment of ADM utilized by ADM atthose ADM facilities involved in performing its obligations under this Agreement, on a replacementcost basis or demolition basis, as ADM determines in its reasonable discretion.(v) **Workers’ Compensation Insurance and Employer’s Liability**, to the extent required by lawand must include an endorsement with a waiver of subrogation in favor of WIE.On or before the effective date of this Agreement, ADM will provide WIE with a Certificate ofInsurance Coverage verifying that insurance coverage complying with the requirements of thisSection 10(b) is in place. WIE shall provide ADM with notice of any cancellation or materialmodification of any policies required herein in accordance with policy provisions.(c) **Insurance Companies**. All policies required to be procured by WIE pursuant to Section10(a) and by ADM pursuant to Section 10(b) shall be procured from insurance companies listed in thecurrent A.M. Best’s Insurance Guide as possessing a minimum policyholder’s rating of “A-.” Ifallowed by state law, ADM can meet its obligations under Section 10(b)(iv) of the Agreement bybecoming a licensed self-insurer for workers’ compensation insurance. If ADM chooses to become alicensed self-insurer, it will purchase an excess workers’ compensation policy in excess of$250,000 up to statutory limits.(d) **Subrogation**. No indemnity shall be paid to a party under this Agreement where the claim,damage, liability, loss or expense incurred would have been covered by insurance proceeds if theincident was or was required to be insured against by the party for whose benefit such indemnitywould run and such party failed to maintain such insurance. WIE and ADM shall each exercisecommercially reasonable efforts to cause any insurance policies obtained by them pursuant to thisAgreement to have the effect of waiving any right of subrogation by the insurer of one partyagainst the other party or its insurer. Each party hereby releases the other from any claims tothe extent covered by collected insurance proceeds obtained by the parties pursuant to thisAgreement.11. **INDEMNIFICATION.**(a) If any third party makes a claim against ADM or any person or organization related to ADMas a result of (i) the actions or omissions of WIE or any person or organization related to WIE,(ii) a breach of one or more representations or warranties made by WIE hereunder; or (iii) thequality or condition of the biodiesel produced by or on behalf of WIE, then WIE agrees to indemnifyADM and its related persons and organizations except as may be caused by feedstock produced by ADMat an ADM facility failing to conform to the representations and warranties furnished by ADM to WIEpursuant any individual contract entered into by the parties for the origination of such ADMfeedstock, and to hold all of them harmless from any liabilities, damages, costs, and/or expenses,including costs of litigation and reasonable attorneys’ fees, which they incur as a result of anysuch claims made against them by third parties; provided, however, that this indemnificationprovision shall not apply with respect to any damage to property, personal injury, including death,or violation of any law, order or regulation to the extent resulting from the gross negligence orwillful misconduct of ADM.
 
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(b) If any third party makes a claim against WIE or any person or organization related to WIEas a result of (i) the gross negligence or willful misconduct of ADM or any person or organizationrelated to ADM (excluding WIE); or (ii) a breach of one or more representations or warranties madeby ADM hereunder, then ADM agrees to indemnify WIE and its related persons and organizations, andto hold all of them harmless from any liabilities, damages, costs, and/or expenses, including costsof litigation and reasonable attorneys’ fees, which they incur as a result of any such claims madeagainst them by third parties.(c) UNDER NO CIRCUMSTANCES WILL THE PARTIES BE LIABLE FOR INDIRECT AND/OR CONSEQUENTIALDAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF GOODWILL, EVEN IF THE PARTIES HAVE BEENMADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.12. **COSTS AND ATTORNEYS’ FEES IN DISPUTE RESOLUTION PROCEEDINGS, AND FOLLOWING UNCUREDBREACHES.**The parties agree that the prevailing party in any dispute related to this Agreementshall be entitled to collect all of its costs, expenses, and reasonable attorneys’ fees from theother party.13. **GOVERNING LAW.**The parties agree that the Agreement will be governed by, interpretedunder, and enforced in accordance with the substantive laws of the State of Iowa, without regard toits conflict of law principles. Any action for enforcement, damages or otherwise, will have itsexclusive venue in the Polk County District Court in the State of Iowa or the United StatesDistrict Court for the Southern District of Iowa. Each of ADM and WIE hereby irrevocably waives allright to trial by jury in any action, proceeding or counterclaim arising out of or relating to thisAgreement.
 
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14. **NOTICES.**All notices related to this Agreement which relate to breaches of thisAgreement, indemnification claims or other claims being made under this Agreement, challenges tothe books and records of the parties, or the termination of this Agreement (the “SignificantNotices”) must be in writing, and must be delivered personally or sent by certified or registeredmail, return receipt requested. All Significant Notices will be effective, and will be deemed tohave been received, upon the actual receipt of the Significant Notice by its intended recipient,meaning either WIE or ADM.Subject to change upon ten (10) days written notice to the other party, all written notices to WIEprovided for in this Agreement will be addressed as follows:Western Iowa Energy, LLC1220 S. Center St., P.O. Box 399Wall Lake, IA, 51466Attn: General Managerand notices to ADM will be addressed as follows:Archer-Daniels-Midland CompanyAttn: Vice President, Global Oleo Chemicals4666 Faries ParkwayDecatur, IL 62526with a copy to:Archer-Daniels-Midland Company4666 Faries ParkwayDecatur, Illinois 62526Attn: General CounselWritten notices required or permitted under this Agreement which are not Significant Notices may behand delivered, sent by mail, or sent via facsimile. These written notices will be effective, andwill be deemed to have been received, upon the actual receipt of the written notices by theirintended recipients, meaning either WIE or ADM.15. **ASSIGNMENT; SUCCESSORS AND ASSIGNS.**Because of ADM’s concerns about product quality, andbecause of WIE’s concerns about the proper performance of the services to be provided by ADM,neither party may assign its rights or obligations under this Agreement without the written consentof the other party, which consent will not be unreasonably withheld. This Agreement will bebinding on the successors of the parties, and their permitted assigns.16. **NO WAIVER.**If any party to this Agreement fails to insist upon strict performance of anyobligation under this Agreement, that failure will not result in a waiver of that party’s right todemand strict performance in the future. This will still be the case, no matter how long thefailure to insist upon strict performance continues.17. **ENTIRE AGREEMENT.**This Agreement, and the other documents related to the businesstransactions described in this Agreement which are referred to either generally or specifically inthis Agreement, set out the entire agreement between the parties regarding the businesstransactions described in this Agreement. This Agreement and those other documents supersede allprior understandings between the parties with respect to the subject matter of this Agreement. Theparties agree that there are no other oral or written understandings or agreements between themregarding the subject matter of this Agreement.
 
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18. **AMENDMENT, MODIFICATION, OR WAIVER.**No amendment, modification, or waiver of anyprovision of this Agreement or any other related document will beeffective unless it is made in writing, unless it is signed by the parties to be bound by it,and unless it clearly specifies the extent and nature of the amendment, modification, or waiver.19. **SEVERABILITY.**If any provision of this Agreement or any other related document is held tobe invalid or unenforceable under any applicable law, that holding will not affect the validity orenforceability of the rest of this Agreement, or the other related document. Also, any provisionof this Agreement or any other related document which is held to be invalid or unenforceable willnot be completely invalidated, but will instead be considered amended to the extent necessary toremove the cause of the invalidity or unenforceability.20. **INTERPRETATION.**This Agreement and any other documents related to it will be interpretedin a fair and neutral manner, without favoring one party over the other. No provision of thisAgreement or any other document related to it will be interpreted for or against either partybecause the provision was drafted by that party, or its legal representative.21. **UNDERSTANDING OF AND VOLUNTARY EXECUTION OF THE AGREEMENT.**The parties acknowledge andagree that they have read this Agreement, that they understand it, and that they are entering intoit willingly and voluntarily. The parties further acknowledge that they either consulted withtheir respective legal counsel, or had ample opportunity to consult with their respective legalcounsel, before entering into this Agreement.22. **HEADINGS AND CAPTIONS.**The headings and captions of the sections and subsections of thisAgreement are inserted for convenience of reference only, and do not constitute part of theAgreement.23. **SUPERSEDING OF OTHER AGREEMENTS.**It is the intent of the parties that this Agreement beconsistent with any other documents or agreements related to the same subject matter covered inthis Agreement. However, in the event of any inconsistencies, the parties agree that thisAgreement will supersede and take priority over the other inconsistent documents or agreements,except in cases where there is specific contract language to the contrary which has been agreedupon by both parties.24. **DISCLOSURE OF MATERIAL CONTRACTS.**The parties acknowledge that this Agreement may need tobe disclosed to the Securities Exchange Commission or other regulators, and agree to allow suchdisclosure upon receipt of an appropriate request. The parties hereby agree to seek redaction andconfidential treatment of the financial and/or other terms of this Agreement, including withoutlimitation any compensation to be paid hereunder.
 
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**IN WITNESS WHEREOF**, the parties have caused this Agreement to be executed by their dulyauthorized representatives as of the date first above written.**ARCHER-DANIELS-MIDLAND COMPANY**     By: /s/ M. J. Livergood Its: V.P.       **WESTERN IOWA ENERGY, LLC**       By: /s/ William J. Horan Its: Chairman  
 
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**SCHEDULE A****SERVICES AND FEES**ADM will provide the Services at mutually agreeable times and subject to the availability of ADMand third party personnel and shall include, but are not necessarily limited to, the following:1. Auditing Services: Yearly site audits for BQ 9000, Safety, and Regulatory &Environmental Compliance to allow WIE to compare their operation against others in theindustry. 2. Ongoing assistance: Provide ongoing operations assistance intended to assist WIEsolve operations, quality, mechanical problems, and to help identify processing cost savingsopportunities. 3. Yearly QC Lab audit and routine round robin lab testing,Any costs incurred by ADM for travel, meals, lodging, and costs billed to ADM by third partiesshall be charged back to WIE at ADM’s cost.
 
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